Anti Ben 10
by doomwithboom
Summary: I was watching the cartoon and thought it would be awesome if someone wrote a story where Ben was the bad guy and Vilgax was the good guy. Mild language, fight scenes and such, basic turn around of the series
1. Chapter 1

Anti-Ben 10 Chapter One: And Then There Were Ten

Ben Tennyson wasn't your average student. The fact that he'd been sleeping in a tree since the school bell had rung for afternoon lessons was more than enough evidence to tell you the sort of person he was. He was tough, mean and barely liked people enough to make friends, he'd figured since it was the last day before summer vacation he wouldn't even put in his usual low standard.

He'd turned up to school five minutes before the lunch bell, beat up a few geeks and nerds for lunch money, had lunch then hid in the tree and fallen asleep. As the final bell of the day rang Ben woke, yawning slightly. He looked down as he heard voices below him, two other bullies of the school were cornering a nerd against his tree "Normally we'd beat you up then take your money, but since it's the last day of school we'll save time by not beating you to a pulp and just take your money" The taller of the bullies said, holding out his hand. His partner cracked his knuckles loudly and tried to look threatening. It was working.

Shaking his head Ben stood up on the branch and shouted "Hey!" looking up the bullies and nerd saw Ben in the tree "That's my bread and butter you're fucking with!"

Leaping from the tree Ben slammed into the two bullies, knocking the wind out of them as they hit the ground "Taking his money and NOT beating him up?" Recovering quickly Ben grabbed the tallest of the two by the shirt he reared his head back then swung it forward hard, head-butting the kid in the nose and letting him drop as he rounded on the other bully. The kid fell to the floor clutching his nose and groaning deeply as the blood spurted through his fingers in a thick crimson river.

Ben had been head-butting people for years and had gotten very good at it. "Are you fucking kidding me?" He grabbed the other bully by the shirt before he could run away Ben repeated the same move with the same effect, except for the added bonus of smashing his glasses. He dumped his limp and semi-conscious body on top of his blood stained friend. Ben stood on top of them and struck a triumphant pose, holding it for a few seconds he then rounded on the nerd

"Th... Thanks Ben." He gulped, hardly believing the meanest kid in school just saved him from being robbed.

"For what?" Ben asked. He leapt at the nerd, slamming him hard into the tree and tripping him to the ground by hooking his foot around the kids knee. Leaping on top of the nerd and pinning him to the ground he began rooting through the kids pockets for money. The nerd struggled only once. A knee to the face took care of that urge. After taking the kids money Ben then preceded to beat him up and thoroughly enjoyed it.

Once the only sound around Ben was that of the three kids groaning from the pain of their mutual beatings and possible internal bleeding, he finally stopped and rose from the 'corpse pile' as he dubbed it and smiled to himself "Yep!" He said with a cocky stretch. "Not a bad way to end the school year"

"Ben, get a move on" a voice shouted. Looking over his shoulder Ben saw his grandpa Max with his trademark Hawaiian shirt, goatee and cigar. He leaned against a large beige coloured RV which he himself had dubbed 'The Rust-Bucket.' "I want to get to the camp-site before dark"

"Don't worry grandpa" Ben smiled; out of all his family Max got him the most. He always said 'you're a Tennyson, so you're the best, it's just a matter of proving it to everyone else!'

Ben raced up to his Grandpa, pocketing the cash he'd taken. Max climbed aboard the RV and Ben was close behind, his excitement was growing with every step he took on board the Rust-Bucket. "I've been waiting for this all year, nothing is going to…" Ben stopped in mid-sentence as he stepped into the old RV. His stomach tightened and he felt the hairs on the back of his neck stand on end. 'I feel a disturbance in the force!' He thought. He turned, "AW CRAP!" Sitting at the small table still, in her White and Blue cheerleader uniform and filing her nails was his cousin Gwen. She glanced up from her cuticle treatment and looked as annoyed as he felt about the fact that she was there

"What are you doing here? What's she doing here?" Ben shouted, turning to look at his grandpa who was seating himself into the drivers seat of the vehicle.

"Oh shut up already, Dweeb!" Gwen snapped. "This wasn't my idea. Someone," She paused to glare at the back of Max's head, "convinced my parents that this would be 'a good experience' for me" Gwen threw her nail file at Max. It missed and bounced off the back of his seat. "I wanted to live in the mall with my friends"

"This will be a good chance for you two get to know each other better" Max called over his shoulder as he strapped himself into the drivers seat and turned on the engine of the old R.V "Now shut up and deal, this is happening!"

"But... I... We...!" Unable to form any words Ben went with what seemed right and threw himself at Gwen, aiming to head-butt her.

Unfortunately for him Gwen saw what he was going to do, as Ben threw his head forward she pulled out a thick, hardback school book and held it up.

A dull thwack rang out as Ben's head collided with the book followed by a grunt of pain "Ow... Hardback... Pain" Ben clutched his forehead, wincing at the dull, throbbing pain, and staggered back a step then suddenly found himself flung backwards as the R.V launched itself forward with an astounding burst of speed for a vehicle so large and old. A loud clatter rang out as Ben slammed into the back of the R.V.

"Buckle up" Max shouted over his shoulder as he pulled onto the free way

"Thanks for the heads up, JERK!" Ben shouted out angrily. Looking into the back Gwen laughed as she saw Ben, upside down, on the back seat with a pissed off look on his face, unable to resist she pulled out her cellphone and took a picture. "So going on Facebook." She laughed to herself.

Pulling himself into the seat opposite Gwen, Ben slumped back, a bump was already showing on the front of his forehead where he'd head-butted Gwen's book. "I can't believe I've got to spend the whole summer with my queen-bitch of a cousin" he muttered to himself.

"You think I'm enjoying this?" Gwen snapped back. Pulling out a small diary Gwen opened it to show two pages covering the whole summer vacation organised into colour coded slots with times and little notes written in. "look how many parties I'm going to be missing, do you have any idea what this is going to do to my social standing?"

"Yeah, you might actually have to let people touch your boobs to get popular again. Instead of just letting them look. Y'know 'cause you're a whore" Ben smirked

'I got it!" Gwen glared.

"Something tells me its going to be a long summer" Max sighed to himself, pulling out a Cuban cigar and lighting it with a match, skilfully cutting through the traffic whilst working the steering wheel with his knee.

.***.

By the time night had arrived the Tennyson's had arrived and set-up at the camp-site in the Yellow Stone National Park.

Ben and Gwen were sitting at a picnic table waiting for Max to bring out the evening meal, which he had insisted upon cooking without any help. Not that either of them had actually volunteered, or would have if the opportunity had arisen.

Ben was drumming his fingers on the table which annoyed Gwen more than usual. Her temper was shorter than usual since she'd lost the signal on her phone almost an hour ago. She was at the limit of her patience and was just about to leap across the table and brake Ben's fingers when Max opened the door. He had a large bowl in his hands. "Grubs on!" He shouted enthusiastically.

"Finally!" Ben and Gwen said together. The only time they had ever agreed on anything this whole day. As they looked into the bowl they saw...large worms slithering around wriggling and squirming among each other in a van attempt to escape the bowl that was their prison.

"Oh barf-tastic" Gwen moaned, flopping back into her seat and clutching her stomach. It felt like it was turning inside out. A greenish tinge appeared around the sides of her face.

"Alright I give, what is it?" Ben asked, sounding nauseous himself.

"Marinated meal worms." Max smiled, pulling out a cigar and lighting it "considered a delicacy in some countries."he said through puffs of smoke.

"And totally disgusting in others, especially this one!" Gwen shouted as she watched one particularly fat and slimy worm flop from the bowl and crawl away across the table and to freedom. She had to force herself not to gag.

"Well, if you don't want these we've got smoked sheep's tongue!" Max smiled as he puffed on his cigar.

"Ugh, can't we just have a burger?" Ben asked, he'd forced several people to eat worms the past school year alone but there was no way in hell he'd ever voluntarily eat worms himself.

"Nonsense." Max laughed as though Ben had said something ludicrous. "This summer is all about trying and experiencing new things. I'll grab the sheep's tongue" Turning, Max went back into the R.V. The two knew he was serious in his menu.

Leaning in, Ben whispered to Gwen, "I've got a candy bar and a half eaten bag of corn chips in my backpack, what you got?"

"Some hard candy and rice cakes." Gwen responded.

"Think we can make them last all summer?" Ben asked doubtfully, slamming his head on the table with frustration and groaning loudly as he realised he'd just squished the one worm that was slithering around on the table. It was as slimy as it looked.

...***...

At the same time, high above, the planet two intergalactic ships were tearing through the heavens and firing upon each other with powerful laser blasts. One a trading ship designed for speed and the other a Battle Cruiser of the Galactic Alliance captained by Commander Vilgax; hero of the alliance and honorary member of the Galactic Enforces.

Both ships fired at each other but the Alliance ship obviously had the better fire power. As it's cannons blasted the engines of the smaller ship the shield's collapsed and the engine section exploded with a large and powerful blast.

.*.

On The Bridge:

"Their propulsion system has been destroyed Commander" The robotic droid at the helm informed the large creature in the captains chair. Commander Vilgax, tall and muscular. He cut an imposing figure of authority. His black and gold uniform only added to the aura of authority he seemed to exude from his green, tentacled, face.

"Prepare to bored," he called in a raspy voice. "I want that smuggler and the cargo contained and secured!"

.*.

Before the order could be fulfilled the smuggler ship targeted and fired upon the bridge section of the Alliance ship with a powerful laser cannon. It hit, a fluke one in a million shot. It hit the bridge section, destroying nearly everything within in a huge fiery explosion. The explosion caused a power surge through the power systems causing Vilgax's ship to fire. The powerful laser blast hit the vessel and the huge plasma explosion completely destroyed the back of the ship. Before the rear section of vessel was completely consumed in the explosion a tiny section opened up below the bridge of the vessel. A small escape pod flew from it just in time as the smugglers vessel was boarded. The small pod raced towards earth and away from the debris of it's original vessel and the remains of Vilgax's damaged ship. As the pod hit the upper atmosphere it broke apart into pieces and from within a small sphere was freed and proceeded to fall to the planet below.

.***.

Back on Earth.

Gwen sat at the table, carefully painting her nails. Near the small camp-fire Max had built, Ben sat in the dirt playing on his game console which a nerd had so generously donated to him after receiving a kidney punch. They sat with their backs to each other.

Max stepped out of the R.V, holding a large bag of marshmallows. He tossed his cigar to the ground and brushed it out under his shoe. "Who wants to roast marshmallows?" He asked, after a few seconds of not getting a reply "Okay, how about we tell scary stories?"

"Here's a scary story," Ben laughed over his shoulder. "A man and a woman do-the-do and nine months later out pops Gwen, after that the man was so guilty about knocking up a teen girl he was forced to marry her. The End." He laughed wildly.

Hearing a growl behind him Ben look over his shoulder "Uh-oh!" Before he could move Gwen leapt from her seat and landed on his back, pinning him to the ground. She grabbed his arm and twisted it up his back as far at it would go. Until it felt like it was going to snap. "Say it twerp, say it or I break it off!" She growled furiously. Max ignored all of this. He just sat at the table and lit another cigar. They'd been like this since they were two. Nothing he said was going to change anything.

"NO!" Ben shouted up at her. He struggled and writhed underneath her but Gwen had him pinned tight. She pushed and pushed and hot fire burned through the joints of his arms as they were pushed to breaking point.

"Say it!" She shouted down at him, tightening her grip on his wrist and pushing more.

"Fine, I... Love you" Ben said through clenched teeth.

"No! Say it right" Gwen twisted the arm a little more making Ben grunt in pain

"Agh, I... Wuv you!"

"Ha, you're my bitch!" Gwen laughed cruelly. Just to humiliate him further she kissed him on the cheek before letting go of his arm and leaping off him and back to the table, well out of range of any kicks and punches Ben might want to try in revenge. He'd have to get up and chase her and she knew she could run faster than him.

Ben picked himself off the ground slowly, rubbing his sore arm gingerly. He noted the red nail paint on his arm. He glared at Gwen. Opening his mouth to say something, nothing came out. He couldn't think of anything clever enough and just stood there with his mouth open for a second "... I'm going to take a walk." He growled sulkily.

Watching Ben walk into the woods Max sighed shaking his head and took a long drag on his cigar. "I think they're starting to grow on each other" He sighed heavily.

.*.

Kicking random twigs, bushes and stones Ben took his anger out on nature "Stupid Gwen and her stupid martial arts. This is going to be the most stupid summer ever! who does she think she is ruining my summer? Selfish bitch!"

Suddenly overhead there was a sounds of an explosion like thunder. Ben looked up into the cloudless sky just in time to see a bright streak burn through the sky "Cool, a shooting star." He was half tempted to make a wish. Gwen losing her looks and gaining about 500 pounds seemed pretty adequate.

Suddenly the shooting star changed direction and made a right angle turn and flew straight at Ben. "Wha?" Ben cried as he raced away from the spot and, he hoped, from the giant flaming something that had decided to target him. The fiery thing slammed into the ground right in the spot where he'd been standing seconds before. The explosion from its impact was so powerful it sent him flying into the air like a Hero in an action movie. It was always a lot cooler to watch than actually go through it. Ben shouted in fear and got a mouth full of dirt as he slammed into the ground face first. As the dust settled Ben spat out of his dirt ball. That's what dirt tasted like? Maybe he'd go easier on feeding it to the nerds and geeks? Maybe not. But he wasn't willing to try any more in the near future. "What the hell?" He said as he got to his feet. He looked up at the source and saw a small crater where he'd previously been standing "Whoa" He said in a weak voice. His heart was raced at a thousand miles an hour and he couldn't stop trembling. Pulling himself up Ben looked into the crater, you might as well look at the meteorite that tried to kill you. Besides it might be valuable to some science guys somewhere. In the bottom of the crater wasn't the smoking piece of rock he'd expected to see. In the bottom of the hole was a metal sphere.

Ben leaned in as far as he could dare. The ground suddenly crumbled and collapsed from underneath his feet. He fell butt first down into the crater. He landed hard and slid and skidded in the dirt, feeling sharp stones and twigs scrape and dig into his back. He finally skidded to a halt in the bottom of the crater, in front of the large metal sphere.

"Ow! This day just keeps getting worse." He moaned furiously. "My bad luck is NEVER going to run out!" Slowly picking himself up again his attention returned to the weird metal sphere that he'd mistaken for a shooting star. What on earth was it? Some kind of satellite? Dollar signs flashed behind his eyes. He thought of what kind of reward NASA would pay for returning a downed satellite. He would have to get this thing back to Grandpa and the RV. He wondered if it was cool enough to hold? He reached out a hand to test the temperature of the metal. As he did the metal sphere opened with a loud hydraulic HISS. Any normal person would've probably taken a step back but Ben not being normal in any way leaned his face inwards to get a closer look. From inside the now open ball issued out a cloud of mist. As the mist started to clear he caught sight of some ominous looking green glowing light and heard a loud beep. The mist cleared and revealed what looked like a glowing green watch sitting inside the sphere. Ben stared at it curiously. What was a watch doing inside some satellite? Suddenly the green glow of the watch intensified, the band opened and the watch leapt up like it was alive ad clamped itself tightly onto Ben's bare wrist. Ben cried out in horror, leaping back and jumping out of the crater and rolling on the forest floor shaking his arm wildly. "Oh god its eating my arm!"

.*.

Back at camp Max slowly smoked his way through his cigar and looked around at the dark of the forest beyond their brightly lit camp.

Gwen was painting her nails, again. She's changed out of her cheerleader outfit and into more casual clothes; a knee-length skirt and a tight top that showed off her midriff. She was repainting her nails to match the new outfit.

"Ben's been gone a while." Max said out loud to himself. If they were near civilisation he might think about checking the cops for any juvenile arrests. He would even think about bail money. But out here in the woods his thoughts were; "oh well, what's the worst that could happen?"

"He could be chased down, torn to pieces and eaten by a bear." Gwen said with a smile, looking up from her freshly painted nails she met the unamused expression on Max's face "I can dream can't I?" She shrugged and let out a deep sigh. She tried her cell phone in the hopes that a bar of signal had found its way to her in the last ten minutes. It hadn't.

.*.

Back in the forest Ben had calmed down after realising that all his limbs were in tact and he wasn't being eaten alive by some kind of alien watch. He was now busy trying to take it off. The strap was seamless with no kind of catch or release button or anything of the kind. Right now he was trying to wedge a stick between his arm and the strange watch, unfortunately all this did was stab and cut his skin with splinters of wood until he bled and, finally, the stick snapped in two. Swearing loudly Ben tossed the two halves of the stick away and slumped to the ground. He was thankful the watch wasn't trying to eat his arm. Or whatever it was. Watches weren't placed inside satellites, they didn't move and leap onto people at will and they certainly didn't have straps that showed no way of getting them off again once on. Now that he thought about it he realised that the face had no numbers either. He had no clue what this thing really was. Whatever it was he was stuck with it, for now. Turning his wrist over and over Ben examining at the strange watch (he decided that's what he was going to call it; that's what it looked like anyway). The only thing on it looked like a large button on the side and a circular screen where the watch face would be. No numbers, only a symbol that looked a little like an hourglass.

Thinking he'd already gone this far and tried everything else Ben pressed the button,secretly hoping that a countdown wouldn't begin. There was a scare for a second as the watch made several beeping noises, then the circular screen rose up about half an inch from the watch. The hourglass symbol changed and showed a weird shape that looked like a silhouette. Ben looked close at the tiny image. It looked like a guy with weird wavy hair standing up. "Cool." He said to himself out loud. It was cool, but wholly unhelpful. He'd have to figure out what it meant later. He had to get the watch off. You couldn't sell the thing back to NASA if you were wearing it. Ben pushed the screen down. There was a bright, blinding,, green light and he started to feel weird, like his body was twisting, changing, was he becoming taller?. His skin itched and felt different and he started to feel warm against the cool night air.

The light went as quickly as it came and as Ben looked down and saw he was on fire.

So astoundingly shocking and unbelievable was this fact that it actually took a second for Ben's brain to truly realise what being aflame meant. Then it clicked and Ben did what any sane, normal person would've done, and totally freaked out "FUCK! I'm ON FIRE!" He screamed at the top of his lungs and ran around wildly, waving his arms and running blindly into everything nearby. After running around for a few seconds it occurred to Ben that he didn't feel hot or any pain and certainly wasn't dying; as was traditional when you found your entire body burning. "Hey, I'm on fire, and I'm ok!" He laughed loudly to himself.

Ben not looked over his new body properly. He was tall, at least as tall as Grandpa Max and as far as he could see he was just made of fire. A living thing of fire. "Fucking-A. Just Too Cool! I'm a whole new level of bad ass, and it's hot!"

Looking around Ben picked a tree close to him "I wonder?" An evil grin appeared on his burning face. "Time for a test run." Pointing a finger at the tree Ben concentrated. A fireball burst from the tip of his finger and flew at the tree, the branch it hit exploded into ash and burning, smoking, splinters. "Awesome!" He yelled triumphantly. "This is totally awesome!" Ben laughed. "Now no-one'll mess with me. Not even Gwen!" He said with a laugh as this realisation came to him. "Next time I see her I'm so kicking her ass."

Putting his hands together Ben formed a large fireball "Likin' it!" Ben threw the fireball hard. It flew through three trees before it exploded, spreading sparks and flames to surrounding bushes and branches "Oh man, I'm setting a new record for awesomeness!" Ben laughed as he walked through the fire. It didn't hurt. If anything the fire felt better than the cool night air, comfortable. He didn't notice how quickly the flames were spreading.

.*.

At the camp Max and Gwen saw the thick column of smoke raising above the tree line.

"What's that?" Gwen asked, pointing to the smoke.

"Looks like the start of a forest fire," Max said with concern. "I suppose we should call the rangers office, we don't want to get caught in the middle of it. It's probably some idiot blazing up, getting high and just dropping their match's into some bushes." It took a split second but one name came straight to both Max and Gwen's mind "Ben!"

Opening a metal box in the Rust Bucket, Max pulled out two fire extinguishers "You'd better take this."

"Damn it!" Gwen growled as she took the extinguisher. "If my nails, clothes or hair get ruined I am so snapping his arm off." Gwen growled, pulling the pin out and getting the fire extinguisher ready as they ran into the forest.

.*.

Back in the forest Ben was putting his hands on anything not already burning "This goes way beyond cool!" He chuckled. The whole forest was being burned down and he was the one doing it, him all alone, without even a lighter or matches. Behind him came a loud hissing noise. Ben recognised the sound almost instantly. He'd set off more than his fair share in school; the sound of a fire extinguisher. There was nothing like the look on a nerds face when you stuck the nozzle down his pants and just fired that thing off. But who was setting one off in the middle of the woods? Were they trying to put out his fire? Spoil his fun? He'd show them. Give them the fright of their lives when the fire jumped out and said "Stop it!"

Gwen released the cold foam on the base of a tree that was just starting to burn. The fire was spreading rapidly and her efforts didn't seem to be doing anything to slow its progress. She felt like she was trying to stop the Titanic from sinking by bailing it out with a coffee mug. But she kept at it. They had to make sure the fire didn't reach their camp before the rangers came.

A sudden wave of heat flared up behind her. Her first thought was that the fire was right behind her. She whirled round and sprayed quickly. "THE HELL!" The thing she had sprayed shouted at her furiously.

It was a man. No, a Thing. A Thing made of fire! A fire thing standing right in front of her!

Ben growled. That foam hurt. Ironically, it burned.

Gwen's eyes grew wide and vacant as her brain struggled to process what she was looking at. Then, like Ben, it clicked. Her reaction was the same too. She screamed at the top of her lungs.

"Shut up already!" Ben yelled at her angrily. "I know I look weird but..." Gwen didn't even hear him. She swung the extinguisher hard and into the side of his face sending him flying backwards several feet. He slammed hard into the ground. The pain was indescribable. For a second he saw his worst nightmare; two Gwen's.

As Ben was picking himself up he got another face full of foam "I don't know what the fuck you are, but if you know what's good for you you'll stay the fuck down!" Gwen screamed, pointing the extinguisher at him like the barrel of a gun. Glaring at Gwen Ben smirked and pointed his finger at Gwen's skirt. The edge of it caught flame "The Fuck?" She screamed. She quickly put out the flames with tricky aiming of the extinguisher. She hadn't been burned but her skirt was ruined; a long black charred line of material, two inches long where the flames had eaten at her clothing. She glared at the creature as it started laughing. Made of fire or not she was going to show it that you didn't burn Her clothing and get away with it. She pulled the extinguisher back to hit it again "I warned you!"

"Don't even think about bitch queen!" It snapped as it climbed to his feet.

That made her stop. He sounded familiar. Too familiar. It couldn't be, could it? "...Ben?" Gwen gasped, amazed. "What the hell happened to you?"

"Well when I was walking a meteor nearly splattered me but it wasn't a meteor or a satellite but a weird watch that jumped onto my arm and I thought it was eating me but it wasn't so I tried to get it off but I couldn't so I pressed a button and pushed the screen down and I turned into This and set the forest on fire! Isn't it awesome?" Ben panted as he caught his breath.

They both jumped, startled, by the sound of someone approaching quickly. Grandpa Max raced into view.

"Gwen" Max shouted as he ran up to her. He skidded to a halt as his eyes focussed on Ben. "What in the...?"

"Grandpa, guess who!" Gwen pointed to Ben.

Ben smiled sheepishly and waved lightly "Hi grandpa it's me, Ben."

"Ben?" He gasped, shocked. "What the hell happened to you?" Max asked as he took a step closer.

"Well when I was walking..." Ben began bit was cut off by Gwen.

"We'll have time for that later, right now we've got a more immediate problem, we have to put this fire out!"She indicated the great inferno that had begun to surround them. The whole forest was going up while they were standing in the middle of It and talking.

"Are you kidding?" Ben demanded. "This is my best work, give me one good reason to put it out?" He looked around him proudly.

Gwen looked at him darkly and folded her arms across her chest. "How do you think grandpa's gonna feel if the Rust Bucket burns down and You're responsible?" She asked snidely.

Looking at Max, Ben saw he had a look on his face that said 'You don't want to know'

Clapping his hands together, Ben nodded, "OK how do we put this bitch out?" He asked quickly, not wanting to cut his vacation, or his life, short.

Max thought hard for a second. "Back fire!" He declared loudly after a moment. "start a new fire and let the two snuff each other out, got it Ben?"

"Burn more stuff, what's to get?" Ben shrugged his shoulders casually and raced off through the burning forest until he was past the fire and into clear, untouched, forest land. Once he was a good distance from the fire he cracked his knuckles loudly and held up a hand. Concentrating hard, a stream of fire shot out his palm, igniting the tree's and bushes with intensely raging flames that built into a great wall of fire in seconds.

The two great walls of fire burned and, for a second, Ben thought this wasn't going to work. Then the two inferno's seemed to move like they were alive; two great beasts coming together for battle. The storm of fire burned and raged with unbelievable intensity and then just as suddenly as it had started the battle ended with both fires dying out, their fuels gone, the oxygen burned away, they simply could not survive.

Once the fire's had burned themselves out Max and Gwen found Ben again who had a smug look on his face "Nice plan grandpa, worked like a dream."

Max smiled and nodded. He pulled a cigar from the pocket of his Hawaiian shirt. He leaned in close to Ben's head and lit the cigar off the flames coming off him. Taking a large puff Max said "I love it when a plan comes together."

"Dude, personal space" Ben pulled back as Max chuckled.

"Well we better get out of here before someone turns up, plus you still owe me an explanation young man."

.***.

High above the planet the Alliance ship was going under rapid repairs by it's robot drones. Most of the systems had been restored but the bridge was still out of action. Deep in the ships medical bay was a large tube filled with a clear, green-coloured, liquid, inside was the remains of Commander Vilgax. Barely a shell of his former self, his arms and legs were gone, along with most of his torso and his face held bad burn scars. But there was enough of him left alive for reconstruction.

Even though he was inside the pod, and most of him was missing and waiting to be regrown, he was still commander of the ship. Right now he was receiving a status report from a drone acting as the first officer.

"What do you mean it's not on the ship?" He demanded furiously. "This battle nearly cost me, cost the crew, their lives and it's not there?"

"Systems report a pod was released just before we bordered." The drone informed him. "Trajectory indicates it landed on the planet below."

That was bad and Vilgax knew it. If some primitive got a hold of the weapon...It couldn't be allowed to happen. He had no choice. A top level threat required a top level response. It had to be kept safe, at all costs.

"Send the Retriever!" Vilgax rasped loudly.

.***.

Back at the camp Ben had finished explaining everything that had happened to him to Max. From the shooting star, right up to the moment he'd come up on Gwen. He left out the part of her flooring him with the fire extinguisher. Unfortunately Gwen was more than happy to include that little detail

"So this, watch, just leapt up onto your arm?" Max asked.

"Yeah, this time it wasn't my fault" Ben pressed intensely. Gwen threw a marshmallow at him, he caught it and within a second it caught flame and he tossed it into his mouth. "I swear."

"It's always your fault" Gwen muttered as she ate a marshmallow straight from the bag.

"Listen you little-" Ben was cut off as Gwen sprayed him in the face with the fire extinguisher. "Will you stop that?" He yelled at her. "You got how much that stings?"

"I can guess" Gwen smiled cruelly and sprayed him again.

"Knock it off you two!" Max snapped. Gwen put the extinguisher down and Ben wiped the foam off his face. "I believe you Ben" Max grabbed the extinguisher before Gwen decided to pick it up again.

"Think he's going to stay a monster forever? Are we gonna have to fireproof the Rust Bucket?" Gwen asked. Sulking now her fun had been taken away.

"He's not a monster, he's an alien" Max blurted out. He stopped as he saw the looks on their faces and quickly added, "well look at him, what else could he be?"

"I don't want to be stuck like this," Ben said in a panic. "Sure I look cool, and I'll scare the crap out of people. But what good is it? Any money I grab is going to burn or melt" He moaned.

"Nice you have your priorities sorted." Gwen muttered.

"Don't worry Ben, we'll figure this out." As Max was talking there came a beeping sound from the symbol in the middle of Ben's chest. It flashed red in time with the beeps. Suddenly there was a bright flash of light. When it was gone Ben was in his normal body again.

"Hey, I'm me again." Ben jumped to his feet and laughed ecstatically. Instantly he got a kick to the stomach from Gwen. He collapsed to his knees, clutching his belly and gasping fr breath. "What was that for?" Ben said as his face grew red.

"Well for one, setting my skirt on fire. And two you ruined my nails, again!" Gwen held up two of her fingers to show Ben her chipped nail polish, which had been ruined by the soot and heat "and, I liked it better when you were a walking BBQ. I could kick your ass with a water pistol."

Picking himself up Ben started to try and pull off the strange watch again but it didn't move at all again. "Dammit! Still can't get this thing off." Ben grunted heavily and gave up. It felt like he was pulling all the skin off his arm.

"Better not mess with that thing till we know more about it." Max advised. "I'll head over to the crash site and see what I can find, you two stay here" Picking up a flash light Max walked into the forest leaving Ben and Gwen alone.

.***.

Above the planet on the Alliance ship a hatch opened in the base of the hull a probe flew out at high speed and headed down to the planet. As it crashed into the ground near to the same crater where the strange watch had landed.

Once it had cooled enough the probe cracked open like a caterpillar emerging from a cocoon. Arms, legs and a huge head revealed themselves. It rose out of its crater and walked like a spider across the ground. After a quick scan of the immediate area it found the small capsule the watch had been hidden in. It scanned the pod and discovered the item was no longer there. It followed its programming and destroyed the sphere. It may have been metal and simple circuits but it was still too advanced for the world. The alloy alone could advance their primitive technology hundreds of years ahead of their time. It now followed the second part of it's program; find and secure the weapon; guard it until they could be retrieved. It would prevent the technology falling into the wrong hands at all costs. Use of lethal force was not advised, but it was authorised. Another hissing noise and from it's shoulders, what looked like two large disks detached themselves from the main body. The two flying scout drones flew into the forest, scanning for any sign or signal from the watch.

.*.

Back at camp Ben sat on the bumper of the R.V twisting and taping the screen of the watch "I wonder what this does?" He asked himself, before he pushed the button he made sure he was alone. He seemed to be. He didn't know where Gen was and he didn't care as long it was away from him.

Something hit him hard around the back of his head and Gwen shouted "Caught ya!" She laughed as Ben glared at her and rubbed the back of his head.

Mock laughing back "Very funny," He said sarcastically. "Like your face!" He turned his back to her and looked to the watch. He started turning the small circular screen again.

"Hey grandpa said not to mess with that thing." Gwen slapped Ben's hand away from the watch. He clenched his fists at her angrily.

"What's your point?" He snapped. He rose the watch to his mouth and started to bite it. He'd tried everything else.

"Did your parent's drop you when you were a baby?" Gwen scoffed.

"Several times, but that's not the point. Aren't you curious what else this thing can do?" Ben waved the watch under her nose. Gwen simply pushed it away and checked her freshly re-painted nails and said "not in the least"

Cocking an eyebrow Ben asked "Are you sure you're related to me?"

Gwen mimicked the look and stared right back at him. "Dunno. I'm still not convinced your parents didn't just adopt you from the zoo."

.*.

At the crash site Max sifted through the dirt, noting some strange tracks and small shards of metal, scorched and scattered in a small blast pattern. Picking up a larger piece to get a closer look. Melted, scorched, carbonised and useless. Max said out loud "I don't like this. Not one bit."

.*.

"Don't you get it?" Ben argued with Gwen "if I can figure this thing out I can do pretty much whatever I want, rob banks, steal prized possessions, who knows I might be able to get you a decent dress sense."

"So, what did it feel like?" Gwen asked as she roasted a couple of marshmallows over the fire on a large stick "turning into that alien thing?" If he wasn't going to shut up about it he could at least stick to subjects she found mildly interesting. Robbing banks? He should start such sentences with 'Once upon a time' it might make them more believable.

"At first, it freaked me the fuck out" Ben sighed, "it felt like I was me, but also someone else."

"I feel sorry for them." Gwen muttered to herself. Hearing a loud beep behind her she looked at Ben and at the watch and saw the screen had risen.

"Hey, I think I figured how I did it before." Ben smiled, twisting the screen slightly and watched as the pictures and silhouettes changed. "Think I should try it out?"

"I wouldn't" Gwen said simply.

"I know you wouldn't" Ben scoffed. "But what would a person who likes having fun do?" Without waiting for an answer he pushed the screen down. He felt the familiar feeling of his body changing shape, forcing him onto his hands and feet which were turning into large paws.

When the light had disappeared what stood in front of Gwen was an extremely large, orange furred creature that looked like a lage dog with no eyes and something that looked like gills on his neck and a vary large mouth, with very large teeth.

"Ew, this things more disgusting than you are normally, I might have to put a flea collar on you."

Unable to say any real words all Ben could do was growl and roar and shake his head side to side, sending globs of drool flying.

"And no eyes?" Gwen waved her hand in front of Ben's face. Suddenly a nasty idea jumped into her mind. Quietly she picked up the small branch that was holding her marshmallow's. Getting a good grip on it she walked behind Ben and aimed for his rear.

Hearing something moving behind him Ben 'looked' in that direction. It was the only way to describe it. It wasn't sight as he'd previously known it, it was more a combination of smell, sound, taste and a very sensitive temperature sense that all came together to make something like sight to this creature. His gills opened and he 'saw' the heat outline of Gwen's body and the hot marshmallow's she'd raised, feeling the temperature the same way a person feels the heat from flames. He smelled the singed wood, the perfume she was wearing, the smell of the nail polish on her fingers, and even the faint scent of that burnt part of her skirt.

Guessing what she was about to do Ben leapt at the last second as Gwen swung the branch. She missed and the force of her swing made her spin, overbalance and fall to the ground. Ben leapt far, landing on top of the R.V. He looked over at Gwen and gave a weird snorting laugh as she picked herself up and brushed the dirt of her clothes. "OK, not so blind then" Gwen said annoyed. She tossed the small branch aside.

Jumping from the R.V Ben flipped in the air and landed neatly in front of Gwen, breathing heavily in her face. She waved her hands in front of his mouth. "Ugh two words, Breath, Mints" She gagged as Ben breathed on her.

Turning around Ben kicked dirt into Gwen's face and leapt into the forest. His hands turned clawed feet grabbed branches tightly and he swung agilely and quickly from branch to branch and tree to tree.

"Ben get your furry ass back here!" Gwen shouted "I'm gonna tell grandpa you turned into a weird alien dog and leapt into the forest and swung from branch's..." She stopped and sighed heavily as she realised what she was screaming into the woods. She felt a headache coming on. "This day has been too weird." She sighed, rubbing the bridge of her nose.

As Ben swung from tree to tree he felt something watching him. Whatever it was he didn't like it. Landing, he opened his gills. DANGER. He leapt, just in time to dodge a laser blast that incinerated the spot where he'd been standing.

The droid followed him, firing several more times but missing. Ben leapt into the trees, jumping and climbing into the higher branches and into the cover of the foliage.

The droid lost site of him and paused on it's flight and started scanning the area. It couldn't find him.

Roaring ferociously Ben leapt from the trees and landed on top of the droid. He dug his sharp claws and teeth into its metal body. His sharp claws tore into it. Shreds of metal flew in all directions. With a roar Ben grabbed and pulled of its electronic arms. The droid started to fly wildly, through low hanging branches and even through tree's themselves. It's tough casing smashed through them like a hammer through glass. Ben clung on for dear life, feeling the force of every impact. Not wanting to find out which body was tougher Ben roared with rage and grabbed the head of the droid and tore it off. He tossed it aside and into the woods.

Hearing a now familiar beeping sound Ben looked at the symbol that was now located on his left shoulder. He quickly remembered what it meant. He leapt from the droid and let it fly into a large rock. As he landed on the ground Ben turned back into his human self. He landed hard, rolled a little but was pretty much unhurt. Looking back he saw the smouldering debris of the shattered drone and laughed triumphantly. "Oh yeah! Who's the ultimate bad ass? The best there is! No one can stop..." He stopped. Looking around Ben saw a second robot drone and it was right in front of him "Me?" He gulped as it pointed its laser at him, set to Maximum Stun.

Out of nowhere a shovel whacked the drone on the head, knocking its sensors off-line. It flew wildly and crashed into the ground. "Back off metal head!" Gwen shouted, whacking it several more times. "No one messes with my Bitch, but me!"

"Never thought I'd say this, but am I glad to see you!" Ben watched as the drone burst into flames. Gwen grabbed him by the collar and started dragging him back to the camp as the droid exploded.

"Grandpa is so going to kill you. And I'm going to film it. And enjoy it!"

.*.

"I had a feeling you'd want to get friendly with that thing," Max chided Ben in a raised voice. "That's why I told you not to mess around with it until we know what we're dealing with!" Ben hung his head, Gwen watched with a smirk on her face and her cell-phone in her hand, filming everything.

"Sorry grandpa, but at least I figured out how this thing works, you press this button and when the ring pops up you turn it until you find the guy you want, then slam it down and BAM, you turn into one of ten totally bad ass aliens!" Ben laughed.

"Or smelly ass aliens" Gwen shuddered, remembering the alien dogs breath. She stopped filming with her cell-phone. Now that Ben wasn't being punished anymore the fun had gone out of it for her. "But what about staying as a totally bad ass alien and not transforming back into my bitch?"

Slamming a fist onto the table Ben pointed a finger right in front of Gwen's face "I am NOT your bitch!" He shouted. Before he could move Gwen grabbed his finger tightly and twisted it back, hard.

"OW! OW!" Ben pulled, trying to free himself from her. Gwen just tightened her grip and pushed his finger back further. "All right already!" Ben snapped. "I wuv you!"

As she let go of his finger Gwen had an even more smug look on her face that usual.  
"Anyway," Ben continued as if the last few seconds hadn't happened. He was going to pretend they hadn't from now on anyway. "I... Haven't figured that out yet."

Taking a cigar out of his shirt pocket Max lit it and took a few short puffs. "Well with something that powerful we better help you figure it out, and fast."

Staring at Max for a second Ben cheered out "Alright! Now that's the grandpa I know. What do we do first?"

"Well duh! You pick and alien and transform." Gwen said sarcastically. "But outside, we don't know how big you'll get."

"Good idea Gwen." Max agreed. "OK Ben fire up the watch and show us what you got."

Following Max outside Ben quickly picked an alien and slammed the ring down. Once the light had faded Max and Gwen saw a large, green alien that looked like it was made out of solid crystal, standing in front of them "Oh man, this is way beyond cool!" Ben said in a deep voice.

"A crystalline alien?" Gwen walked up to Ben and tapped a fist against his arm. "Must be tough to even scratch"

Picking up a rock Max tossed it to Ben who grabbed it, clenching his fist tight the rock as crushed into dust that ran out from between his fingers.

"I've got the feeling I'm going to like this one." Ben smiled. "What next?"

"Well hell, why not give our fellow campers a little scare?" Gwen suggested, a cruel smile spreading on her face. "and if we make a little something on the side from the stuff they leave behind, all the better"

"Now you sound like you're related to me." Ben smiled.

"What are you two talking about?" Max snapped as he flicked away the butt of his cigar, his tone was deep and full of disapproval. "You are talking about taking things from peoples R.V's and tents. Petty Theft!"

"So?" Gwen and Ben asked together.  
"So?" Max said, shocked. "We're Tennyson's. We go after the big scores! Not dime-store dealings and petty mugging. We're better than that!"

"C'mon Grandpa," Gwen said in a saccharine sweet tone. "It's not like we're just grabbing an iPod or cell phone from one tent. We're robbing the whole sight. There's got to be, like, what? 20, 30 people here? 20 cell phones at $50 each, not to mention iPod's, CD Players, Sat-Nav systems. Even a few car radios if we have the time. Doesn't sound like a small-time deal to me."

Max lit himself a new cigar. The grin on his face told them both he was convinced.

Keeping in the tree line Ben, Gwen and Max looked at the camp-site

Over a dozen R.V's were parked for the night and there were plenty more tents pitched. There were several families sitting out camp fires, or huddled together at picnic tables over lamp light. They were chatting away, laughing and happy. Oblivious to their visitors. "Alright," Ben whispered "time to get this party started."

"Remember Ben, you focus on making panic. We'll grab what looks expensive" Max reminded him. Nodding, Ben ran from the cover of the trees roaring as loud as he could. He leapt around and stomped his feet. Leaping hard he smashed through a wooden table. The family that had been sitting there scattered just in time. The wooden table was turned into kindling under his immense weight. He then moved to an R.V. Without even making an effort he easily tore through the metal front, turning the radiator and engine into scrap.

"Panic achieved." Ben thought to himself as a dripping wet teenage girl ran out of the R.V, wrapped in a towel and very little else "There's an image I'll not soon forget." He laughed a little and moved onto the next tent. The panicked screams of the people around him was almost as entertaining as a good action movie. They were running away and into the woods, leaving their camp sites, and valuables, behind.

As Ben moved from camp to camp, Max and Gwen followed at a slight distance, quickly looting everything they could find inside the tents, cars and R.V's. They were quick and silent and all the chaos Ben was causing made sure no one noticed them. All was going smoothly and Ben was having the time of his life. But he noticed a noise above the smashing and screaming around him. A heavy, deep, thumping noise like a giant hammer pounding on the ground.

Turning to the face the noise Ben saw a giant robot stomping its way out of the forest and heading straight for him "Looks the same as those drones that attacked me earlier" Ben said to himself. "Must be time to take down the big boss." He slammed a fist into the palm of his other hand.

Charging straight for it Ben shouted "HEY METAL HEAD, LOOKING FOR ME?"

Clenching a fist Ben leapt and pulled his fist back. The giant robot got a quick lock on him and fired a laser, blasting Ben backwards, fast, slamming him into an R.V. Firing a second shot the R.V exploded into a giant fireball. A towering column of thick black smoke rose into the air.

Out of the burning wreckage a crystal spike cut through the metal, pushing the two metal half's into metal lumps Ben shook his head to clear it

Sitting up Ben looked at his hand and saw it turned into a large, spiked crystal "Cool!" He said out loud. Standing up Ben glared at the robot and charged at it, swinging his spiked arm and aiming to cut it to scrap. The robot leapt into the air at the last minute and crashed down on top of Ben. It's giant leg pinned him to the ground underneath its foot. "Ok, no problem, just a minor set back." Ben grunted with frustration. He tried to move his arms and legs but to no avail. "Ok, maybe more than minor."

Gwen had just finished clearing out an R.V. A sat-nav and a few cell-phones, not a bad haul. She looked over her shoulder to see if she'd missed anything when she bumped into a ranger. "What are you doing?" He asked her seriously. He knew exactly what she was doing.

"Um!" was all she repaid before kicking him as hard as she could between the legs. He dropped to his knees, his face turning white and he clutched his balls tightly, and gasped and struggled for breath. Gwen ran for it before he had a chance to recover.

At the same time the robot got off Ben and grabbed him with it's large metal arms. With one swift move it threw him hard. Ben flew over the wounded ranger and crashed in the R.V. The metal body of the vehicle crumpled around him like tinfoil and it actually served to soften his blow. Ben growled and roared with frustration as he ripped and tore his way out of the R.V. The ranger slowly got to his feet as he started to recover from his assault. "What... What are you?" He asked with wide, fearful, eyes.

Looking past him Ben watched as the droid raised its gun. It didn't fire, instead it walked up to him, scaring off the ranger.

Pulling himself from the wreckage Ben squared up to the robot "Come on then. You want a piece of the best?" Ben shouted furiously.

Taking cover beside a tree Gwen watched as Ben dived wide to avoid the laser blasts. A stray laser blast hit a tree near her. Its trunk exploded and it started to fall in her direction. Gwen froze in shock and could only watch as the giant pine fall and came closer and closer to crushing her.

Appearing out of nowhere Ben stood in front of Gwen. Giant crystal spikes shot out of his back and cut through the tree like it was paper, shredding it to toothpicks and dust. The crystal's disappeared back into his body. Ben looked down at her and said "Even?"

"Yeah, even." Gwen just stared up at Ben. The robot came ever closer toward them.

Ben's smile widened slightly. "Good, 'cause you're gonna hate me after this." He grabbed Gwen with one arm Ben held her to his chest. As the robot reached for him it's giant metal arms froze as they saw Gwen. They had halted just feet from her face.

"What are you doing?" She screamed furiously at Ben. She kicked him and punched his arm to no avail. He barely felt her impacts.

"It's programmed not to hurt innocent people." Ben smiled. "Now shut up. Shields don't talk." He walked past the robot arm and toward the robot itself. The drone up-righted itself, it's arms back at it's side. It stared at Ben, waiting for him to make the next move. When he was about ten feet away Ben dropped Gwen and leapt at the robot, aiming to slash it's legs and body to shreds. But the robots reactions were too fast and it grabbed him in mid-leap "Crap!" was all he could say before it blasted him with the laser again, sending him flying into a store house.

"Ben!" Max shouted. He appeared from nowhere and helped Gwen to her feet.

Tossing things out of way Ben rose up stumbled out of the debris of the building. "That the best you got?" He yelled, he sounded slightly woozy.

Raising its gun again Ben raised his hands and turned them into a large spiky, pointed shield. The laser fired but the beam hit Ben's shield and bounced off Ben's arms sending random beams of laser everywhere. One lucky shot hit the robot in its left arm. The arm exploded and the shrapnel flew away in all directions. The dead and destroyed arm fell away, a smoking ruin.

"hmm, idea!" Ben said to himself, reverting his hands back to normal. He stepped in front of the robot again "come on gear-head, try and blast one right here!" Ben taunted, tapping his chest.

The robot fired its laser again, Ben held up his hands and dug his feet into the ground "Told you once already you techno-freak!" Ben grunted "I'm the best there is!" Moving his hands together the laser reflected down into the ground, cutting a huge ditch into it. Moving his arms more he moved the beam upwards, cutting through the ground and up into the robot's head. The beam hit and the whole section exploded.

The smoking and sparking body of the giant robot collapsed at Ben's feet. He looked over his shoulder and folded his arms across his chest. Some of the camper's had returned to watch him, he turned to them he simply said "Who's next?" He held up on arm and turned his hand into a spike. All the campers ran screaming into the woods as he smiled to himself.

.***.

Above the planet on the Alliance ship the major repairs were almost completed. The report of the destruction of the two drones and the robot had just come in to Vilgax "Destroyed?" He growled furiously. "So a primitive earth creature has discovered the Omnitirix. It cannot possibly know the full power of the weapon it has found. It must be recovered. At all costs!"

.***.

Back on earth it was morning, Max and Gwen were packing up the camping equipment into the R.V. Max had already found a buyer for the lot. An 'old friend' as he had put it; that would their first stop of the day. "Where's Ben?" Max asked.

"Dunno, haven't seen him all morning. Or any of the stuff we got last night actually." Gwen muttered grumpily as she threw her things into the R.V.

They both stopped suddenly. A noise was coming toward them. Looking in the distance they both saw a dust cloud getting closer. Whatever it was it stopped in front of them. Gwen and Max both closed their eyes and covered their mouths to protect themselves from the dust cloud. When the dust settled they saw a thin, blue skinned, alien with a black and white striped tail and balls on its feet standing in front of them holding a duffel bag "Ben?" Max asked

The front of the mask opened up and the alien smiled at them. "Who were you expecting, Santa Claus?" Ben asked. "Watch this." Dropping the bag Ben raced around the camp, collecting up the equipment and putting it all away. In less than a minute he was done. He stood in front of Max and Gwen again. "Pretty fast right?" Hearing the beeping again Ben turned back to normal "This going to be the best summer ever!" Ben smiled and pulling out one of Max's cigar's from his pocket. Before he could light it Max snatched it back.

"Definitely!" Max agreed, lighting the cigar "But take my cigars again and you'll be finding that watch and your arm in a place where the sun don't shine!"

"Gotcha!" Ben said casually.

"It's going to be interesting." Gwen sighed. "Where'd you go anyway? And what's in the bag?"

Smiling Ben unzipped the bag. It was full of money "Been pawning off the stuff we got last night, all morning, across county, no way is anyone going to trace back to us now." He laughed.

"Holy hell!" Gwen gasped. "Wait, you pawned stuff off, as a large, blue alien? How?" Gwen asked as Max picked up the bag and took it into the Rust Bucket.

"I wore a disguise" Ben shrugged following Max into the R.V

"Oh...Wait! What disguise?" Gwen shouted after a second, unable to think of any that would make a blue alien with a striped tail look normal.

To Be Continued.


	2. Chapter 2

Anti Ben 10

Chapter 2: Washington D.C

"Come on, is that all you pricks got?" Ben laughed, launching another fire ball at a police car. The officers ran, scattering like cockroaches as the car exploded.

The plan was simple; cause so much destruction and panic nearly every cop in the city was focused on Ben whilst Gwen and Max broke into a few stores and robbed them blind.

An officer grabbed the radio out of his car, one of the few that weren't already on fire. "Listen we're going to need some fire trucks! A shit load of fire extinguishers and, FUCK, anything that carries water! Super-Soakers! Evian bottles! ANYTHING! NOW!"

Several brave officers tried to raise their guns at Ben. He stuck out his hand and a thick line of fire shot out alone the barrels of their weapons. They glowed red-hot in seconds and the officers dropped them, screaming and clutching their singed hands. The guns each exploded with deafening bangs and pops as the heat made the bullets inside fire. Ben heated the road and the twisted pieces of metal sank into the bubbling hot asphalt.

"There's no stopping this monster!" Shouted one cop, who was running away. Ben rose his hand and shot a fireball at the car the guy was running past. The vehicle blew up in a huge ball of fire and some. The cop was thrown off is feet by the blast and flew, actually flew, five feet before crashing hard on the side walk. He didn't get up.

"I'm not a monster!" Ben yelled loudly as he loomed over the unconscious officer. He let a few sparks fall onto the guys uniform, it started smouldering. "I'm an alien!"

At the far end of the street Ben caught sight of the Rust-Bucket as it sped past. Ben smirked and left the officer alone. He rose his hands and sent several fireballs flying into a nearby apartment building. The old place ignited instantly. He then moved to a nearby fire hydrant and shot a torrent of fire at it. The metal heated, the red paint cracked and chips fell off. The metal underneath glowed a furious red. The hydrant exploded, huge chunks of shrapnel flew in all direction, cutting through police cars cutting down police, sizeable chunks took out huge pieces of wall in the surrounding buildings. A huge and furious cloud of steam issued forth from the remains of the hydrant, roaring like a dragon. The boiling hot fog of steam spread rapidly covering the street and hiding everything behind a thick curtain of burning fog. An idea by Gwen which would give Ben ample chance to escape.

.*.

Ben climbed into the R.V back in his regular human body, he saw Gwen sitting at the table with a large bag in front of her full of diamond rings, necklaces, earrings, broaches and other expensive jewellery. She held a necklace up to her neck, admiring herself in the reflection of the window. "If I wore this to school all my friends would be SO jealous"

"If you wore that to school people would wonder how many people you had to sleep with to afford it" Ben laughed. Grabbing a soda from the fridge Ben chugged it down, belched and tossed the can into the garbage. "You know, 'cause you're a whore."

"Make all the jokes you want dweeb, I'm in too good a mood." Gwen turned her back on him and to the expensive stones. She slipped a ring onto her finger with a rock on it the size of a cherry pip "Do we have to sell all of these grandpa?"  
"Well if you want to keep some they'll be coming out of your share." Max threw the butt of his cigar out the driver side window and got out the seat "but I'm not losing out."

"Fine." Gwen sighed as she took off the ring and tossed it back into the bag. As she did she saw a set of earrings of white gold and rubies shaped like blood drops. She separated them from the rest of the pile. "I don't think I'll miss out too much if I keep these" She smiled as she handed the rest to Max who stashed them into a bag of his own.

"You do know that no matter what you get it'll never be as good as my watch." Ben sat down with a smug look on his face as he leaned in and held up the strange watch that had permanently attached itself to his wrist. Gwen suddenly shot out her hands and grabbed Ben's hair, pulling down hard she smashed Ben's head into the table. He fell back in his seat, limp and dizzy for a few seconds as his eyes tried to come back into focus. "What the hell was that for?" Ben shouted, grabbing his head. Bells were ringing in his ears.

"Can't say, shields don't talk, remember? Gwen glared.

"You're still going on about that?" Ben groaned as he felt a bump starting to grow.

Ignoring the shouting match going on Max stowed the bag in a cupboard and returned to his drivers seat and pulled out a cigar from his shirt pocket "I think we've got time to get some supplies." Max said to himself as he turned the engine on. "Think I'll make my famous squid and sheep's bladder stew tonight." Lighting a match Max pulled into traffic as Gwen shouted from the back,

"Say it or I break it!"

.***.

A man in a cheap, dark, suit banged on the door of a house. Inside he could hear the sounds of several animals mewling, croaking, chirping or whichever their call was. Not hearing anyone walking towards the door he pulled out a master key to the house from his pocket and clicked the lock open.

Stepping inside he was hit by a wave of amalgamated smells that weren't so much smelled as rammed up his nose. He coughed slightly and held his hand up to his mouth and nose. He looked around the gloomy room, several tanks, perches and cages scattered around the room, some occupied some empty. But animals could be heard scurrying around in the darker places of the room.

"Can I help you?" A voice rasped out. The suited stranger flinched at the sudden sound. "How did you get in?" When he turned he saw a man with pale skin, almost greenish in tinge, long white greasy hair, receding. His clothes were grubby and he was thin and had dark marks under his pale eyes. He looked like he hadn't eaten of slept in a couple of days. The buildings tenant; Doctor Animo.

"Master key." The man said calmly. He'd quickly regained his composure after his initial surprise. "I am still your land lord remember? Perhaps not since your rent is six months late."

"All available funds must go into my research" Animo said in an uncaring tone. He walked past the landlord to a desk and opened a drawer and pulled out a chequebook. It didn't look like it had been written in very often. "but lucky for the both of us I have been granted more money from the university," he tore off a page and handed it to his landlord. "this should cover the debt and several more months rent. It is all I can spare right now." He tossed the chequebook back into the desk and slammed the draw closed with such force that a small pile of papers were knocked off and thrown to the floor. The doctor ignored them. "My research is nearly complete, once it has been published you shall receive the rest of it and more. I know you have been, more than lenient, in regards to the pet policy."

"What... Are you researching?" The land lord asked, checking the amount written on the cheque before putting it in his pocket. Animo had been right about that, he had been very lenient in regards to the animals. Not that he had known there were quite so many. He knew all these intellectual types were supped to be eccentric, but this seemed to be in a whole other league.

Animo seemed excited, he hadn't had some to talk to about this stuff for some time. "Evolution. And how to control it" He pulled out a weird machine. Animo strapped it to himself, looking half crazy as most of it was made from kitchen utensils. It consisted of a helmet made from a colander that had two metal horns sticking out of the top, with wires wrapped around them and two red lights on top, large round headphones with thick, industrial wires leading down to a large round chest piece that glowed red and hard a dial on it, the straps that crossed his chest were holding onto large circuit boards and many wires and industrial sized fuses.

"what the heck is that?" The landlord asked.

"This," he said, pointing to the device. "is my Transmodulator, phase number one. It creates and evolves mutations at the genetic level."

"And this is important, how?" The land lord asked. He doubted that thing could do...whatever the hell it was supposed to do. All those random parts made it look like it would be better as a toaster oven than anything else.

"With this people would be able make larger and stronger livestock, more food in the world so less people would starve. Help bring almost extinct species back from the brink." Animo stated proudly "The possibilities are endless. Once it's finished and unveiled people will see this spread across the country, if not the world."

The man was a certified wacko. He decided to leave. "Well good luck with that Doc. As long as you pay the rent on time from now on you can build anything you like in here. I'm a busy guy so I got to go." With that the land lord left. Rather hurriedly too.

"A couple more components, that all I need to complete it" Animo said to himself, hardly even noticing that his visitor had gone. His attention was grabbed by a commercial on the TV about the new mega mart opening"So whatever you need, from hairspray to state of the art electronics, you can find it all at the Grand Opening of the districts new Mega Mart!"

He smiled, showing his yellowed teeth. "Ah, just what the Doctor ordered."

.***.

At the same Mega Mart.

Max, Ben and Gwen were shopping, unfortunately Max wasn't picking up what most people would have called 'normal' food.

"Only canned octopus?" Max asked out loud as he looked at it disparagingly "I thought this place prided itself on wide selection."

"Come on grandpa, why do you keep buying that crap when we can afford to dine at fancy restaurants and have a normal dinner?" Gwen moaned "I'm not a Japanese girl, I don't want tentacles inside me every night."

"Nonsense" Max chuckled. After some thought he placed the can into the cart anyway. "You can have fancy dinners any time after summer, but whilst you're with me it's an adventure for your taste buds. Now where do you suppose they keep the sheep's bladders?"

"Ugh, Ben you're supposedly of the male species can you..." Gwen looked around and saw Ben wasn't around. He was no where in sight.

She wandered away from Max and looked between the aisles. She found him quickly, at the cereal aisle "What are you doing?" She demanded.

He stopped shaking a box and put it back on the shelf. "Check it out, Sumo Slammer cards!" Ben pointed to the box's of cereals advertising them. "All I need is the golden one and I'll have the complete set."

"So what? It's just a dumb piece of cardboard."

"HEY! It's not a dumb piece of cardboard!" Ben snapped. "It's a gold Sumo Slammer card!" He put emphasis on each of those words, trying to enforce just how important the card was. "Rarest of the rare. Do you have any idea how many people want one?"

"Then what are the odds that you'll grab the one box that's actually got it in?"

"Duh, I'll just keep looking until I find it. Second, it's not like I haven't earned it, how much did we get from the last heist alone?" Ben folded his arms as Gwen scoffed again.

"You're trying to guilt me? Have we met before? Hi I'm Gwen, I don't do guilt"

"Yeah yeah." Ben waved her aside and raised the watch. There had to be at least one of his aliens that could help in his search.

Before he could press the button someone bumped into him hard and almost fell to the ground.

"My apologies." Animo steadied himself and looked at Ben, who glared back at him very angrily. "I was in such a rush I didn't see you" Grabbing his bag he walked away at a quick pace.

"Jerk" Ben muttered to himself as he rose the watch again.

"Ben, Gwen what are you doing?" Max demanded as he walked down the isle, Ben grunted with frustration.

"Genius here was about to go alien and smash up the store for few pieces of cardboard." Gwen slapped Ben around the head as Max approached.

"They're not just pieces of cardboard!" Ben growled "They're important collectors items and you will respect them!" he waved his finger at Gwen, who grabbed and twisted it hard until he shouted out in pain.

"Alright, Uncle!" Ben shouted. Gwen twisted his finger a little further.

"No, say it properly." She smiled. Feeling Max place a hand on her shoulder she let go of Ben's finger.

"This is not the time or place," He said sternly. "Come on, let's keep going. I've got to meet my contact to move the jewellery. Carlos is not a patient man."

Ben and Gwen reluctantly followed him. As they walked along the isles something caught Ben's eye

"Oh man, I don't believe it" Ben walked almost hypnotised over to a display case showing a full set of Sumo Slammer trading cards. In the middle of the display was the rare Golden Card he needed. He continued staring into the case into the case, he couldn't take his eyes off it. He leaned forward until he squashed his face right up against the glass.

"Let's just go grandpa." Gwen sighed as she looked at the pathetic sight that was her cousin. It wasn't even worth making fun of him over, that was the worst part of it. "We've lost him."

Waiting until they'd walked away Ben pulled his face off the glass. He smiled evilly and raised the watch and pressed the button, the centre rose up and glowed green he twisted the ring to the alien silhouette he wanted. He hoped that would be the one he got. He slammed it down and was blinded by a green light for a second. When the light vanished he'd transformed into the thin, blue skinned speedy alien he had dubbed XLR8. He raced off around the store, faster than anyone could see. If people saw anything at all then it was just a blue blur. He raced around the store; displays collapsed, jars smashed and boxes tore open. Food and liquid scattered everywhere. Can's of soda fired off like fountains as they were shaken at such super speed they literally blew their tops.

Panicking people were running out of the store in the panic and confusion. They raced out with whatever they carrying, making the anti-theft alarms scream out across the store. The staff weren't able to control anything about the situation as they were as confused as the customers, which only made things worse.

.*.

In the electrics department Animo had picked up the last components he needed for his machine. This place really did have everything. True he'd have to reconstruct a couple of machines for the pieces he needed, but the DVD player was cheap enough so it wasn't a great expence.

Then the chaos began, by chance he caught site of XLR8 as he stood still for a second and looked at a large plasma screen TV showing a trailer for the latest action blockbuster. Then he raced off again and the sounds of screams and things breaking, then alarms rang out. People ran out of the store but more more things were still being broken

"Aliens? I had heard of them on the news. I never thought it was true! Now one is here and terrorising these good, innocent people? This cannot be allowed to continue" Animo thought to himself. He ran to the pet department, as he raced he opened his bag and pulled on his machine.

.*.

"I just don't get" Gwen said in a bored tone. She picked up a kitten with her forefinger and thumb by the scruff of the neck, bringing it close to her face so she could look in the eyes "who'd went one of these things as a pet? They get fur everywhere, cough up hair balls, go to the bathroom where ever they want and-" She stopped as the tiny kitten licked her nose. She felt a warm feeling spread in her chest. "OK, that was kind of cute." She held the kitten out over the small pen where it's siblings were being kept. She let it go and watched as it dropped back into the small pen and land on its feet, it looked up at her, confused for a few seconds. Gwen folded her arms and stared down at it coldly. She did not put up with all that warm and fuzzy feelings crap. "but I'm cuter."

She turned was just in time to see Animo pull on his colander helmet "To me my animal friends!" He shouted as he turned the dial on his chest. The machine whined loudly as it charged.

Gwen was just about to throw an insult as the crazy guy who was glaring at the animals like he wanted to do unnatural things to them, but a beam blasted from the horns on the helmet and she found herself silenced. The beams struck a toad, a parrot and a hamster as he fired it repeatedly.

The toad grew to an immense size, shattering its glass tank around it. The great creature that leapt onto the floor and grew as large as a van. Four eyes, and huge horns grew from the side of its head.

The hamster looked like it had part wolf inside it. Eight bright red eyes and huge fangs turned this way and that and it roared loudly.

Gwen screamed as it burst out of its cage. It glared at her, drool running from its large teeth.

The parrot grew to a vast size. Why was the machine so obsessed with making things bigger? It filled the hight of the isles. It's tiny claws were huge and razor sharp talons.

Animo climbed onto the back of the toad. "Come my animal friends! Together we shall stop the alien menace that had been terrifying these people!"

Ben arrived and stopped in front of the giant toad. "OK. Those are the freakiest things I've ever seen!"

The toad shot its tongue out at an incredible speed, but Ben was faster as he easily dodged it. "Too slow Toad boy" Ben laughed.

"Laugh while you can you alien fiend!" Animo shouted furiously "By the end of this day you shall rue the day you came to this planet and faced Dr. Animo!"

"Bring it on freak, show me the best you got." Ben smiled.

The giant hamster/beast roared and charged at him. "Catch me if you can furball!" Ben started running, to him it was more like a brisk walk, as the mutated hamster chased after him.

"What do you think we should do grandpa?" Gwen asked as Animo rode away on the toad, the parrot following.

"Let Ben have his fun." Max sighed "We got all we need. Help me clear some of the registers on the way out."

Ben glanced over his shoulder at the hamster chasing after him. He knew he could beat it in seconds but he'd never beaten up a mutated hamster before and wanted the fun to last a while.

As he ran past them Ben grabbed a dodgeball, turning so he ran backwards Ben waited until the hamster roared at him and threw the ball, jamming itself in the hamsters mouth. Ben roared with laughter.

Not watching where he was going Ben slammed into some shelves. He was knocked off his feet and the shelves toppled slammed into other shelves and caused a gigantic domino effect across the entire store. Ben shook his head, trying to clear it. The hamster leapt at him. Moving at full speed Ben dodged just in time. The hamster slammed into the toppled shelves. Ben rammed himself into the hamster, it flew off the ground, sent it flying across the store until it hit the wall, it slid to the floor out cold.

"Oh yeah who's bad? I'm bad! I'm the best who's next?" Ben cheered. Hearing a loud thump behind him Ben turned to see the giant toad and Animo on its back. "Bring it!" Ben chuckled.

"I appear to have underestimated you. It will take more muscle to deal with you." An odd smile grew on his face. "Perhaps, something more primal." He leapt from the frog onto the parrot as it flew past. He soared upwards and smashed through the glass skylight on the roof and soared out into the city. The toad leapt after them and disappeared from view.

"Hey, I'm not done with you yet!" Ben yelled after him. He made to chase Animo but an idea hit him. "But first..." Zooming at full speed Ben was at the other side of the store instantly and stopped in front of the Sumo Slammers display, smashing the glass with his elbow he grabbed the cards. He only wanted the gold one but never hurt to have a few extras for trading.

At full speed he raced out of the store and into the Rust Bucket. Everyone heard the familiar beeps and a flash of light as Ben turned back to normal.

"Got them" Ben smiled as he held up the cards as Gwen and Max put away the groceries that they hadn't had a chance to pay for in all the confusion. "Now to kick that guys ass!"

"Good idea" Gwen said sarcastically. "But wait, I got a better one. Let's just go and leave the whack-job behind. He hit you, you hit him, he ran away. I say we call that Over."

"No Way!" Ben snapped. "The guy's a dick! He's trying to ruin all my fun. You heard his protect the innocent speech? He's the kind of guy who's gonna just keep turning up and getting in the way. I know it."

"Ben makes a good point." Max said as he pulled a cigar out of his pocket and struck up. "We've got to try and keep as low a profile as possible if we want to keep cashing in from Ben's aliens. We don't need this guy following the aliens around and causing trouble wherever we go. Sooner or later people might figure out we are always in the same place as an alien appearance and put it all together. We've got to deal with this guy, now."

"Fine." Gwen surrendered. She could see she was in the minority on this particular adventure. "Got any idea where he is? Or who he is?"

Ben shrugged his shoulder in a 'hey whatever' kind of fashion. "I don't need to know who he is when I can follow that big ass bird he riding!" Ben pointed out the window and Gwen and Max saw what he was talking about. The huge parrot was far away, but more than big enough to still be in sight.

Max rushed into the drivers seat, turned on the engine and slammed his foot down sending Ben and Gwen flying into the back of the R.V "Hold on!" He shouted over his shoulder.

"You can be a real asshole grandpa you know that?" Gwen shouted as she sat up.

"And you're heavier than you look!" Ben gasped as he threw Gwen off his back. "Lay off the Twinkies."

.*.

As the Rust Bucket raced through the streets following the giant parrot and Animo Max couldn't help but smile "Now this takes me back. Haven't had this much fun since I retired."

"What do you mean Grandpa? I thought you were just a plumber?" Gwen asked from the passengers seat with her laptop, searching the web for Animo.

Max looked suddenly nervous. "Well...you'd be surprised what an exciting job being a plumber can be. Anyway, that doesn't matter right now. What matters is this Animo guy. He messed with a Tennyson. You mess with us and you go down, hard" Max slammed a fist on the steering wheel. Overhead the parrot flew out of sight. "Dammit! Lost him!"

"Hey. I found him!" Gwen shouted triumphantly. "Doctor Animo is a promising scientist that specialises in genetics. Five years ago he won some big science award for research in applying it to plants and animals so they can survive better in more difficult conditions. Apparently he's obsessed with reversing human damage and restoring species we're driving to extinction."

"That sounds noble of him, but doesn't tell us where he's going." Max kept scanning the skies for the big bird but saw nothing. Not so much as a feather.

"In the store he said he needed more muscle to deal with me. Something more primal. That's what he said." Ben thought out loud. He was thinking hard. Was there anything on earth, mutated or not, able to beat him when he's gone alien? He doubted it. Animo would need something big, strong, as strong as some of his aliens at the very least, and would never back down. But those words, 'something more primal' really struck him. They were an odd choice of words. Primal; there was really only one thing that came to mind when he thought of primitive things. "I think I know where he's going."

.*.

"The Natural History Museum? Really?" Gwen asked as they stepped out of the R.V, seeing a massive whole in the side of the building.

"Something tells me we're on the right track" Max smiled as Ben picked up a giant feather "Good thinking Ben."

"Guess even a dumbass can surprise you once in a while" Gwen smirked.

"Well, you should know." Ben smirked back, hearing the watch beep and turn green "Show time." He grinned evilly and cracked his knuckles as they stepped into the huge building.

As they walked though the exhibitions of the large darkened building. The large display cases of fossils and huge skeletons and stuffed animals around them were all very creepy.

They followed sounds coming from deep within the museum. They entered the dinosaur exhibit. Animo was standing next to a giant stuffed mammoth and was fixing something to his device with a screwdriver. Around his feet were remains of a DVD player and several other pieces of electronic equipment that were unidentifiable now they had been dissected for their parts. He stopped and stared as they entered the room."You are not who I expected!" Animo shouted as they approached. "But the only way you knew how to find me is if you are in league with those aliens destroying everything! If you're in league then you're as bad as they and will be punished!"

"It's me you got to worry about" Ben shouted back "Especially since you've got nothing to mutate and protect your sorry ass!"

Animo looked angry, but was still grinning. "Such language from a child, but you are wrong boy. I only needed a few components to take my device into Stage Two; the reanimation of dormant cells!" Animo reattached the centre piece of his device to his chest.

"This guy come with subtitles?" Ben asked Gwen who shrugged

"Breathing life into those that has long been lifeless. I was going to use it to restore great species mankind drove into extinction. Like the humble Dodo. But your alien friends have forced my hand. To counter their power I need to gain some of my own. With some of the most powerful beasts the world has ever known. Observe!" He twisted the disk twice, it whirred loudly as it charged its power. Animo fired the beam at the large woolly mammoth. The light surrounded it, its fur bristled and the eyes that had previously been glass blinked and the whole thing started moving, stepping off the display plinth, tearing up the brackets that had previously held it in place. It trumpeted loudly and moved closer to the Tennyson's with huge thundering steps. "Now, while my new friend holds you here I must find and stop those aliens!" Animo yelled. Running down a hallway Animo left the now un-extinct mammoth behind.

"Now would be a good time to show us you really are the best" Gwen gulped as the mammoth took another step forwards

"Glad to" Ben smiled as he raised the watch and pressed the button "you guys get Animo, I'll handle Dumbo!" He activated the watch. Ben felt himself start to get big, tall and very muscular. An extra pair of arms sprouted from his sides and his skin darkened to a red colour.

After the flash of light disappeared standing of front of Gwen and Max was a large red alien with four yellow eyes, four arms and built like a boulder. "I'm gonna get Medieval on your Prehistoric ass!" Ben smiled and charged at the mammoth. He leapt and head-butted the mammoth between the eyes.

As Ben landed both of them staggered backwards slightly, slightly dizzy after the impact with the others hard skull. Recovering first Ben grabbed the mammoth's tusks and with a twist of the arms slammed the beast down, slamming onto the ground and giving Gwen and Max they opening they needed to get out of the room and after Animo.

Their progress down the hallway was halted suddenly as the giant, mutant, parrot stood in their way taking up nearly the entire space of the corridor. It spread its wings wide and screeched at them loudly. Its evil eyes glaring at the two of them. It started to progress, slowly, down the hall at them. They both took note of the size of its talons. Looking around Gwen grabbed a spear from a display of plastic dummy cavemen. She held it tight and twirled it above her head as she walked towards the parrot. She brought it down suddenly and brutally, smashing the parrot on the top of the head so hard the spear snapped in two. The parrot screeched out in agony, spinning the bird ran away "Ben isn't the only one that can kick ass!" Gwen smiled and tossed what was left of the spear away. Max stood rooted to the spot, speechless.

They raced into the next room. They were too late. Animo fired the beam from his device onto the giant skeleton T-Rex, Gwen and Max watched in horror as the exhibit was surrounded by a creepy orange light. Muscle and skin grew around the bones. The greatest monster of pre-history came to life once again. As it stepped off its display and roared furiously at Max and Gwen they could see not all of the skin and muscle had fully regrown, some of its spine and ribcage could be seen were skin had failed to grow, along its nose as muscles flexed and moved as it turned its head. Muscle and raw flesh was exposed and wept blood.

.*.

Back in the other room.

Ben slammed into the wall. The plaster cracked around him and fell away as he himself collapsed to the floor. He stood up as if nothing had happened and twisted his neck till it cracked.

The mammoth charged towards him. Growling Ben ran towards the mammoth and leapt, slamming two of his fists into the side of the mammoths head. It stumbled and Ben grabbed one of its tusks and tried to flip it over but the mammoth recovered too quickly and tossed Ben in the air with a flick of its powerful head. Ben crashed into a T-Rex skeleton.

"That's it, you're going down, you hairy motherfucker!" Ben shouted as he threw bones off himself.

Roaring, the mammoth charged at Ben as he picked himself up. Throwing himself forward Ben grabbed the mammoths trunk and started spinning around. The mammoth was dragged off its feet, it roared with rage and pain. Spinning faster and faster Ben felt his own stomachs feel queasy. He let go of the Mammoth it flew into an archway. The stone and masonry collapsed and buried it.

Ben staggered to a stop and clutched his stomach tightly. "Oh crap, I'm gonna hurl!" As the room span, and upon finding that spinning was fun refused to sit still again, Ben felt his stomachs reject what was in them he vomited onto the floor. That was going to be quite the adventure of the Janitor.

Hearing Gwen scream Ben wiped his mouth and raced, in a slightly zig-zagging fashion, toward the sound of the noise.

.*.

Max and Gwen dived to the floor as the T-Rex swung its tree-trunk thick tail around. It crashed into a wall demolishing it to rubble.

"I'd love to stay and deal with you." Animo yelled as he hopped onto the T-Rex's back with all the casualness of a rider mounting their horse. "But the alien menace must take priority. But take heed!" He cried dramatically. "Once they have been defeated I shall hunt down their accomplices!"

"Wanna bet?" Ben shouted. He leapt through the doorway and rammed himself into the T-Rex, Animo was thrown from the creature. The monster slamming into, and through, the wall.

Landing on his feet Ben stood up, cracked his four sets of knuckles loudly and looked satisfied with the size of the hole he'd made. His face then changed to surprise as he'd just realised something important "Did I just waste a T-Rex?" His grin widened. "Fuck Yeah!"

Over their heads was a loud screech. Ben looked up to see the parrot diving at them. It stretched out its talons, grabbed Gwen and flew out the hole into the night sky. Gwen's screams and the birds cries echoed as one huge noise into the night.

"GWEN!" Max shouted. Ben chased after the giant bird. "If she dies her mother will kill me."

Leaping as high as he could Ben managed to grabbed two hands full of feathers on its back. "How do you land this fucking thing?" Ben shouted. The parrot screeched and tried to buck him off.

"How the fuck do I know you fucking moron!" Gwen screamed as she kicked and struggled and fight to get loose. Then she glanced down and gauged the altitude, then she stopped fighting and started hoping the bird wouldn't forget about her and let go. Hearing a beeping noise she knew Ben's time as the four armed alien was nearly over. Realising this himself Ben had a quick choice to make, hang onto the bird and probably get thrown off and die or let go and land safely while still an alien. The parrot seemed to make up Ben's mind for him as it gave a sudden violent twist in the air which tore out the feathers Ben was holding onto. Ben's fell through the air, falling to the ground. Which suddenly looked a lot harder than he previously remembered. Crashing hard into the road Ben left a small crater just a second before he turned back to normal.

Pulling himself out of the crater Ben looked up to see the parrot and Gwen flying away toward the horizon. "Damn it" Ben slammed a fist onto the asphalt. "Well, I tried. I'm gonna change my name and move to Mexico before Aunt Lili takes out a hit-man on me for getting Gwen killed."

The Rust Bucket screech to a halt by his side. Ben looked up to see Max glaring down at him. "Someone call for a cab?"

"What took ya' so long?" Ben quickly climbed aboard the R.V and Max drove as fast as he could as soon as he was aboard, sending Ben slamming into the rear window of the Rust Bucket. "ASS HOLE!" Ben screamed from the back seats.

.*.

Above the buildings the parrot flew swiftly, in one claw it held Gwen by her backpack, who had a very pissed off look on her face. "Spend the summer with your grandpa honey, it'll be an adventure!" Gwen said with a voice dripping with mocking sarcasm as she quoted what her mother had told her the day all this crap had started.

She looked down managed to see the Rust Bucket doing a valiant job of keeping up with them. There wasn't any mistaking that huge beige coloured vehicle. It as especially recognisable because there couldn't be that many R. V's being chased by dinosaurs. Behind the R.V Animo riding his T-Rex, running at full speed down the road and they were closing in fast.

Twisting suddenly Gwen looked up to see the bird was heading to Washington Monument. What better perch for a giant parrot?

.*.

Back on the ground Max saw the T-Rex and Animo chasing after them in the wing mirror. Until Ben's watch was ready all they could do was stay ahead him "There can't be that many places for a giant parrot to perch." Max thought hard about anywhere a bird might land

.*.

The parrot now sat on top of the giant stone point and held Gwen's back pack in its beak, she swayed slightly in the breeze. Slowly reaching into her pocket Gwen pulled out her mobile phone 'Please God let grandpa have charged his phone.' She thought to herself as she hit speed dial.

.*.

"Once this things charged I'll go four-arms again and slam Animo's butt into the stone age." Ben glanced in the mirror. "He's already halfway there." He watched Animo and the T-Rex start to fall away, it must of been getting tired as it was slowly dropping out of view.

"No, first we find Gwen, then we take care of Animo and his over-grown Yoshi." he slammed his hand on the wheel out of frustration. He needed a smoke. He pushed in the cigarette lighter. "Where could she be?"

He flinched as the tune of Staying Alive played. His cell-phone, in a holder on the dashboard glowed Gwen's name as the tune continued to play. "Gwen!" Max and Ben said together as Max grabbed the phone "hold on Gwen, we're coming!"

.*.

"I can't hold on much longer!" Gwen screamed into the phone. She clung onto the lightning rod for dear life. The phone slipped out from between her shoulder and ear and fell all the way down the great spire of the Washington Monument and to the ground. It shattered to pieces on impact as Ben and Max pulled up.

"Oh no, Gwen'll be next" Max gasped as he saw the smashed phone. Suddenly the watch beeped and glowed green.

"Not if I can help it, after this we'll be so even!" Ben pressed the button and slammed the watch down, feeling the familiar sensation Ben's body changed again.

Once the flash of light was gone Max saw a giant green bug standing where Ben had been. Without saying anything Ben began flapping his wings and leapt into the air.

On top of the needle Gwen's grip was slipping, the lightning rod was too smooth for her to get a proper grip and her hands were starting to go numb. Feeling the pole slip from her fingers she closed her eyes tight and screamed as she wind rushed past her ears and her stomach jumped into her mouth. Any second now the wind would stop and she'd either be in unexplainable amount of pain or dead and she didn't care for either.

But the wind never stopped rushing past her ears and pain or death didn't come. Daring to open one eye Gwen saw the ground moving under her, looking up she saw, what she hoped was, Ben in another alien form, what was it's name again? Something stupid she remembered that much. "Butterfly?"

"Stinkfly" Ben corrected. He smiled proudly "And we're so even for the whole shield thing."

"Yeah whatever" Gwen smiled weakly. The adrenaline in her body was starting to run out. "But... y'know, thanks for the save. Or whatever."

Something flapped overhead. Gwen looked around saw the parrot flying towards them in a rapid, unmistakable dive-bomb, "Incoming!"

Looking over his shoulder Ben saw the parrot heading towards him with a look of malice in its eyes "Hold on." He shouted. He dodged the parrot violently. Gwen screamed ear-splittingly loud as Ben continued to spin and weave through the air. The parrot stayed close behind, trying to bite or grab them with its claws.

As Ben and Gwen flew towards the parrot he pulled up at the last second and dodged its snapping beak. As Ben flew around the great obelisk of the Washington Monument he placed Gwen on his back. The parrot followed them close behind, screaching with fury.

On the ground Max watched the spectacle. Racing into the construct he charged up the stairs, quickly getting out of breath "I need to start training again" He panted to himself.

.*.

Outside Ben was doing his best to avoid the parrot. As it tried to grab Gwen he dropped and dived suddenly the claws missing Gwen's head my inches "watch the nails Polly" Ben shouted at the bird as he spun through the air and tried to get further away from the bird.

All the spinning and diving was getting to Gwen. She didn't think she'd be able to go on an air plane ever again after this. "Oh I think I'm going to be sick!" Gwen groaned clutching her stomach.

"Spew on me and I'll feed you to the bird myself" Ben warned.

.*.

Inside the monument Max panted as he reached the top, resisting the urge to pull out a cigar. He wanted a smoke but he needed all the oxygen he could get his lungs on even more. "Would it have killed the founding fathers to install an elevator?" Looking out the gap that made the viewing platform he saw Ben flying toward the monument. Max leaned out of the viewing window as far as she could, reaching his arms out.

Ben got the idea "I can't shake cracker-breath." Ben shouted to Gwen over the wind "You're going to have to trust me."

"Trust you? Trust YOU? I wouldn't trust you as far as I-" Then she screamed as Ben dived. She lifted off his back, flying up (screaming all the way) he grabbed Gwen and twisted so as he flew down she was next the needle and letting go Ben let her fall into Max's arms and he dived away and pulled up. Max held tightly onto Gwen the parrot flew straight at them. Max didn't have enough time to pull Gwen in as it stretched out its claws.

"FUCKING BIRD!" Ben shouted as he collided head first into it. His head slammed into the parrot, right between the eyes. They both fell out of the sky, dazed and hurt by the collision. They both slammed into the ground.

Ben grabbed the bird at the last minute and used it as a giant feather cushion.

Sitting up Ben heard something crack, a loud and sickening crack. Ignoring it he flew up to the window to Max and Gwen.

"Ben, you ok?" Max asked.

"Him? What about me?" Gwen asked in a horse voice. She glared between Max and Ben. "I lost my damn cell-phone."

"I'm fine." Ben panted, ignoring Gwen completely. He was sure something inside him was broken, or cracked at least, but in the alien body he had no clue what. He wasn't looking forward to turning back into his human body even more than usual.

Hearing something roar below them Ben turned and saw Animo. He had arrived and the T-Rex looked like it had its second wind "Besides its time for round 3; final round!" Diving out of the window Ben flew at Animo as fast as he could.

Once he was close enough the T-Rex tried to bite him but he was too quick, zipping clear as easily as a fly avoiding the swatter. Flying around Ben punched the T-Rex hard in the side of its huge scaly face, making it stagger.

"So they've summoned another ally." Dr Animo growled in anger. "I underestimated those people! More than just accomplices I see. I should never have let them go." He turned the T-Rex slowly to keep his eyes on Ben as he flew around their heads. "I must say I'm not really surprised you aliens managed but beat the bird and hamster. But not even you are not strong enough to defeat the most powerful predatory beast of the prehistoric world, a perfect killing and eating machine."

"If it's so perfect why's it extinct?" Ben laughed as he hovered for a second. Taking advantage of this the T-Rex swung its tail around. Slamming into Ben he was sent flying into a lamp post. The huge metal pole bent in half from the force, almost wrapping around him. Ben collapsed to the ground "Oh fuck man, that hurt!" Ben coughed and gripped his head with his claws, more sure than ever something was broken, or would be when he was human.

"What's the matter bug-man? Not able to keep up?" Animo laughed as the T-Rex stomped closer, growling and roaring. Drool running from its huge fangs.

"Not bug-man" Ben growled, flapping his wings as hard as he could and shot into the sky shouting, "Stinkfly!"

Suddenly diving Ben shot a thick green goop from his eyes that hit the dinosaur in the eye, half blinding it. It pulled back, roaring in fury and pain and surprise. Pulling out of his dive he shot past the flailing head of the T-Rex and punched Animo so hard he flew clean off the T-Rex's back. He fell and landed hard onto the ground, clutching his sides and gasping. "And I'm the best!"

Picking himself up Animo turned the dial on his chest and shot a bright red beam at Ben, who easily dodged and flew at him again. He whirled around, up and down, dodging this was and that so fast Animo could barely keep up. Ben flew right overhead and dived. He grabbed the helmet and yanked it off Animo's head, the strap easily snapping. He shot up and away from the doctor, gaining as much height was possible.

Animo roared with fury, "Give me back my Transmodulator you alien bast-"

Ben threw the helmet down hard, it smashed to pieces as it struck the ground. The horns sparked, electricity shot across them and as they shattered to pieces they sent out a wave of energy. That spread quickly through the area. The wave started reverting everything it had affected back to normal.

The T-Rex roared as its skin and muscle shrank, rotted away and disappeared. In just slightly longer than the blink of an eye it was back to the fossilised Skeleton. With nothing to support its ancient frame the bones collapsed, breaking under their own weight and the weight of other bones crashing onto them. A cloud of ancient dust rose from the shattered, no worthless, bones.

The wave struck the parrot, which was just starting to wake up and it shrank back down, losing it's primal ferocity and reverted to its normal, gentle, form of the popular household pet.

Max and Gwen walked out of the needle and the parrot took flight, landing on Gwen's shoulder. It nuzzled its furry head up to her cheek in a display of genuine affection, or possible apology. "don't even think about sucking up to me now. I don't go for that cute crap." She warned. She looked to Max. "Look Granpa," she indicated the bird. "Breakfast.

"A parrot Gwen?" Max said as he pulled a cigar out of his shirt. He really needed this after tonight. "That's just wrong."

Gwen said nothing, but just stared at him and thought about the octopus and sheeps bladders back on the Rust-Bucket.

"I told you Animo" Ben said as he landed in front of him. He grabbed the control dial and tore it off the doctors chest. He crushed it between his alien hands. "I'm the best" The beeping started and the symbol in the middle of Ben's face flashed red. Having just enough time Ben head-butt Animo, knocking him out.

As Ben turned back to human his left leg gave way under his weight and his ribs were on fire "Ben!" Max shouted as he ran over to him.

"FUCK!" Ben shouted out in pain and anger, clutching his ribs as it got harder to breath.

Max checked Ben's leg and could tell it was broken, the break looked clean though. Pulling Ben's arms away from his chest he raised Ben's shirt to see bruises already developing. Several of his ribs were broken and one of them was in danger of puncturing his lung

"We need to get you a hospital now" Max scooped up Ben and ran to the R.V, Gwen held the door open with a worried look on her face. She wasn't aware of it on a conscious level, or she might have tried better to hide it.

"N... No hospitals!" Ben gasped as Max placed him onto a bed "what... Will you t... Tell them?"

"Ben a rib is about to cut into your lung, we need to get you professional help" Max rushed to the front of the R.V and started it up, Gwen sat next to Ben making sure he didn't get worse

"No" Ben shouted, making him go into a coughing fit, "Wait... For watch. Go... Diamond head."

Gwen got what he was saying, go Diamond Head and he's got no ribs to care about and he'll heal in seconds. Go to the hospital the vacation is cut short and Ben spends the rest of the holiday in a cast and bed.

"It... could work grandpa." Gwen found herself saying, surprised that she was both agreeing with Ben and Ben had two good ideas in one day.

Max didn't like it. All in all he'd trust a medical degree than alien technology any day. But he sat in the drivers seat and got the the engine running but he didn't drive away straight away, his mind moving as fast as XLR8. "OK no hospitals, but we need something for the pain."

"One things for sure." Gwen muttered as Ben writhed around on the bed, trying and failing to not move his injured leg and side. "Tylonol isn't going to deal with that."

Grabbing Gwen's shoulder he screamed at her. "I DON'T CARE WHAT YOU GIVE ME! JUST DO SOMETHING!"

Gwen reacted, partly out of a decision, mostly out of instinct. When Ben screamed in her face she reacted the same way each time. She punched him as hard as she could across the cheek, knocking him out cold. She rubbed her knuckles gently. "Solved the pain problem Grandpa."

.***.

As Ben woke he felt something on his head, groaning loudly as the pain started to come back Gwen jolted awake next to him

"Grandpa, he's awake" She shouted as she took off the wet towel and pulled him up into a sitting position. The burning sensation in his rubs made him cry out "Quit being such a baby." She scolded. "Maybe we should take you to the hospital. See if they can write you a large prescription of 'Man the fuck up'."

"Fuck you too Gwen." Ben growled as Gwen put Ben's arm around her shoulder, making shout out in more pain. "Next time I'll just let the parrot eat you!" He yelled at her. Standing up Ben put his weight into Gwen instead of his broken leg.

Opening the door Max helped Ben out of the R.V where he saw they were well out of the city and in the middle of a deserted road.

Raising his arm Gwen pressed the button for Ben and turned it till the out line they wanted came up "I hope this works." Gwen crossing her fingers (behind her back so Ben couldn't see. There had been a few times when the watch turned Ben into something he didn't want be.)

Letting go of Ben Max and Gwen watched as he slapped it down and a bright green light flashed. Once it had gone standing in Ben's place was the large form of Diamond Dude, giving a large sigh of relief Gwen asked "how you feeling?"

"Much better." Ben felt his sides where his ribs were supposed to be, for a few seconds he felt deep cracks in his crystalline body, but they quickly healed until they were smooth and flawless again "I love this thing." He looked at the symbol of the watch on his chest. He sat down in the dirt, nothing to do now but wait to turn back. He looked at Gwen "Nice punch, by the way."

"Aww, fuck you." Gwen blushed slightly, she felt some guilty pleasure for knocking Ben out when he was so hurt.

"You're gonna pay for that." Ben said, an evil grin spreading on his alien face. "But later. Maybe when you're sleeping. Or showering. Or in the bathroom. Some time you're off your guard. I haven't decided yet." He said with a confirming nod.

Taking a cigar out of his shirt pocket Max lit it by striking the match off of Ben's shoulder. He took a few long puffs, feeling his nerves calm "Want to hear the news?" He asked

"What news" Ben asked, letting Gwen throw stones at him as hard as she could

"Dr. Animo was arrested and is being blamed for the destruction of the Mega Mart, Natural History Museum and the destruction of a valuable Mammoth and T-Rex skeleton." Max smiled "We get off Scott free."

Thinking for a second Ben stood up "Alright, first something to eat, I'm starving. Second we go rob a bank and roll around in the cash."

"Sounds like a plan." Max rubbed his hands together as he held the cigar in his mouth "I'll make my famous squid and sheep's bladder stew."


	3. Chapter 3

Anti Ben 10 Ch.3: The Krakken

After their adventures over the last few weeks and the lucrative deals it had brought them, Max decided it was time to take a small break and spend some of their well robbed cash, much to Ben and Gwen's delight.

Even though they had only stopped in a small town, the kind of lazy place where the locals, and the cops, don't care where you're from or who you are as long as you've got money to spend in their stores, they did find a well stocked boutique. The place had seen better days and the owner looked positively delighted to see them.  
"Bought the place in the 80's" He said to Max as Gwen and Ben looked around at the merchandise, deciding what was worth buying, and what was worth just taking. "Town was going through a real boom then. The coal mines. Everyone came here for everything. Then the market dropped out and now everything's tied up in this place and the banks at my door. Summer tourists are the only thing keeping me from going under."

"A crying shame." Max nodded sympathetically. He patted the guy on the shoulder, distracting him from Gwen, who was reaching over the counter and grabbing a few pairs of earrings to slip into her pocket.

Ben pulled a couple of tee shirts off the rails. They had security tags on but he'd learned to remove them before he'd even started school. He slipped a couple into his backpack and held onto one. `First rule. ` Grandpa always said. `Cover your tracks. If you buy something, they're less likely to think you're taking other things. `

"Hey Ben, Check it out." Gwen called him over from the other side of the store. Ben glanced over at what she was pointing at. At some point the storeowner must've thought selling stuff other than clothes and jewellery might have improved his business. He was also stocking a large array of gadgets; all slightly dated but still ok if you like the bottom of the market, toys; all cheap, and all kinds of sports and home goods. The thing that had caught Gwen's eye was a set of six drinking glasses that looked like beer bottles with the necks cut off.  
"Red-neck city or what?" Gwen laughed.  
"Hey c'mon it's just the right gift to bring a little class to the trailer park." They both laughed.

Gwen eventually moved off to look at some of the range of skirts and bathing suits while Ben stayed behind to brows over the old-fashioned metal lunchboxes, portable barbeques and birdhouses. Then his eyes froze as he saw something that didn't suck. God only knew how it'd ended up in this backward little town but the dust on the box showed that it'd been here a while.

"Micro digital video camera." He said with a cruel smile growing on his face. "One inch long, records sound, two hours battery life, memory card included, up to one hour recording, includes clip for attachment to belt or computer monitors." His smile grew wider. "Or maybe a place in the corner of the shower where Gwen won't see. Then if that video should accidentally find its way to the Internet, onto a site where people will pay me good money to see that video, what can I do?" He held the box under his arm as though he indented to buy it, looking for the right opportunity to slip it into his bag.

Max nodded along sympathetically while the store clerk continued to talk about his money worries. All the while he kept one eye on his grand kids. He didn't really approve of petty thievery; the Tennyson's were better than that. However he allowed it this once. It saved him spending a fortune on all the stuff they wanted to get.

He patted at the pocket of his shirt. It felt oddly empty. "Got any cigars?" He asked, interrupting the clerk in mid sentence. The man blinked and stared, as though he'd forgotten Max was a customer and not a therapist.

"Oh, yeah, sure." He turned and bent low to opened a drawer in the counter. Max helped himself to a pack of gum and a box of matches from displays next to the till. As the clerk turned back with a tray bearing boxes of cigars, all different brands, he glanced at a small portable radio next to the till. "You mind if I put some music on?" He asked, as though Max was the one in charge of the store and not him. Something about the guy just gave you the idea that it would be good to ask for permission before you did anything.

"Go ahead." Max said. He grabbed a few boxes of the most expensive cigars, tossing the money down in front of the clerk. You had to buy some things, then storeowners wouldn't think you were stealing others. He loosed one cigar from a pack and pulled a cigar cutter out of hid pocket and cut the tip off the cigar, using the matches he'd just taken he lit it. The clerk didn't even notice Max was using his own merchandise right in front of him.

A light jazz song came through the radio. Almost as soon as it had started it was gone and a voice replaced it. "Alright children." A smooth voice that could only be achieved by years of maintaining the right amount of cigarettes and alcohol. "You're listening to WGXR, from the mountains to the beaches we're here for you. Little news and weather before we play some more tunes for you. Today's weather will be clear and sunny. Tomorrow will feature light cloud but no rain is expected. The football team of Petesville High won against their rivals from neighbouring Monroeville. And finally, a little out-of-state news for you. Police are still baffled by the events which took place in Washington D.C. Which featured more sightings of the alleged aliens. This time the freaky-beings were seen fighting around the Washington monument against, get this, a giant bird and a dinosaur. A doctor Animo was arrested on the scene and is being held pending a psychiatric evaluation. Police are also eager to speak to some possible witnesses, who were last seen in the area of the alien fight driving away in a large RV."

Max almost choked on his cigar as he heard the last part of the news. So the police were looking out for them. Not as suspects true, but searching was still searching and he didn't like it. The best thing to do was lay low for a day or two. Once the fuss started to fade they could move on. The question was, where to go? Somewhere quiet and out the way but he could still take the RV and have at least some fun with the kids. When they got bored they were almost more trouble than they were worth.

He looked around the store, hoping for some kind of inspiration. Then he saw it; a large cardboard bookcase displaying maps and guidebooks to nature spots all over the state. "Hey buddy." Max said,, nodding to the display. "Where's the best fishing this time of year?"

.**.

Purchases made, and a big surprise waiting for the storeowner the next time he took note of his inventory, Max ushered his grandkids into the RV and was off. The only thing Max told them about their next destination was that they "will be stayed there a couple of days." to which they gave their very predictable replies. Ben said "Well there'd better be something to do."  
Gwen said, "Well there'd better be cell-phone coverage."

They seemed quite satisfied with the lake. Or at least, they didn't complain about it straight away, which was a good sign. The place had a pretty good view. There was even a small marina with a bait store a little down the shore.

After an evening meal of ostrich burgers, which so far was the most normal meal they'd had, Max got things ready for the next day while Gwen texted her friends and Ben decided to go swimming.

Running and jumping off the wooden dock Ben shouted "Cannonball" as he flew through the air he curled tight into a ball and splashed into the water, letting himself sink nearly to the bottom before swimming to the surface. "Ah! There's nothing like relaxing after a hard days work" Ben said to himself as he lay on his back and floated on top of the water

"Like you know what hard work is" Gwen shinned a torch from the boardwalk onto Ben. It was getting harder to see things in the ever-darkening twilight. The water had to be freezing, she didn't know what Ben was thinking jumping in. If Ben could think that was. 

"Hey I'm a busy guy. Nerds to beat, people to cheat and things to eat. Not too mention bitches to annoy!" Ben splashed water over Gwen making her scream in anger.

"You bastard, you know how much these clothes cost?"

"Two blow jobs and a grope of your tits?" Ben laughed cruelly. "Come on Gwen, you should be used to being wet." Ben laughed as he splashed more water at her. "you know, cause you're a whore"

Gwen spat at the dock, trying to get rid of some of the lake water that had accidentally gone into her open mouth. "Just great." She seethed. "I'll probably get something now. Who knows what slimy, disgusting creature's are in this water" Gwen ran her flash light over the water and stopped as it hit Ben "most horrible thing I've ever seen" turning she started to leave.

"Ha ha" Ben laughed sarcastically. He yelped as he was suddenly pulled under the water Ben coughed and spluttered as he thrashed in the lake. "What the? Gwen, some things got me!" He cried out as his head disappeared under the water, leaving nothing but a few ominous bubbles behind.

"Oh like I'm gonna fall for that" Gwen said knowingly, turning back round to where Ben was supposed to be but saw nothing but bubbles bursting as the reached the surface. She shone her flashlight onto the lakes surface but the water was deathly calm. Her belief that it was a joke started to fade.

"Ben?" She asked the darkness nervously.

Suddenly something large burst out of the water, its skin was slimy and green looking. It roared loudly as it reached out towards Gwen. She screamed and tripped as she staggered backwards. The torch flew out of her hand, landing on the dock. It's light shone into the eyes of the monster, showing its face, revealing Four-arms, grinning like an idiot, covered in water plants and reeds.

"BEN!" Gwen screamed furiously as she picked herself up. Ben laughed in his deep four-arms voice as he pulled the weeds off his face "You god-damn asshole!"

"You should have seen your face" Ben laughed cruelly. "Priceless. I wish I had a camera."

"You are so dead when I tell grandpa!" Gwen muttered as she stomped away, cursing under her breath.

"I can't believe she fell for that." Ben laughed as he continued to pull the plants off his body "A monster in the lake, what a dumb bitch."

Hearing something move behind him Ben looked over his shoulder. The water splashed and a huge shadowy monster rose out of the lake. Bigger than he was, taller than the trees. This beast could give trucks a run for their money. The giant leviathan roared at him furiously. "No fucking way!" Ben thought as his jaw dropped.

The creature in front of him was giant even compared to Four-Arms, attached to its head, near its huge gaping mouth were two thick tentacles, or perhaps arms. One of them shot out and wrapped itself around Ben's waist. It was thick as a tree trunk and shockingly powerful. The tentacle threw him over the monsters head sending him flying through the air and splashing down into the middle of the lake. Breaking the surface Ben gasped for breath as he looked around desperately for the monster. A tentacle wrapped around him again, pulling him under into the freezing cold depths. Struggling against the tentacle, his lungs demanding air and three of his arms pinned to his side Ben struggled and fought against his captor the best he could. The tentacle pulled Ben up to the monsters head. It was so huge that he couldn't fit it all in his field of vision. Ben found himself staring into one huge eye the size of a manhole cover, staring back at him with an otherworldly coldness. He strained hard with all his might and finally broke free of the tentacles powerful grip. Ben punched the eye the best he could under water. The huge shape of the beast reared back from him, it's full appearance hidden in the shadowy black water. Ben felt something like a truck slam into his back, throwing him up and out of the water, sending him flying up into the air and crashing into the shore in front of the Rust Bucket.

He lay still on the ground for a few minutes. Ben still couldn't believe what happened. He had just seen a giant lake monster, just been attacked by a lake monster, and just punched it right in the eye.

"I am so fucking awesome!" He said to himself. He stood up and looked out at the water in case the beast decided to come back for round two. There was nothing out there though but the inky black waters of the lake.

Opening the R.V's door Ben stuck his head in, which was all he could fit in as Four-Arms, and shouted "I just punched a giant lake monster, in the fucking eye!" He looked from Gwen's and Max's sleeping bodies. He did not receive the impressed stares he was expecting. He received a pillow to the face, at his head from Gwen.

"Check my Twitter for current events," Gwen complained sleepily "then you'd remember you already tried that one on me." Pulling her covers over her head Gwen rolled over and ignored him in the hope he might go away.

"But I'm not joking this time, it's eye was nearly as big as me" he shouted as the watch started to beep

"Give a rest Ben." Max complained. There was a sudden noise of beeping and a flash of red light. "Come in and and get to sleep." Max yawned as Ben, now back to normal, climbed into the RV. "You'll need plenty of sleep for our fishing trip."

"Fishing?" Ben complained.

"Right." Max said with a yawn. "The fishing is good here. Rule one; when you pick a hiding spot, make it somewhere you'll enjoy." He rolled over and a few minutes later he started to snore quietly.

.*.

"It's true, I punched it and it threw me right in front of the R.V" Ben tried desperately, again, to convince Max and Gwen but they weren't listening.

"I'm sure it was just a big fish" Max said, casually waving him aside.

"Big fish?" Ben stared in disbelief. "It had red glowing eyes! It grabbed me in a tentacle."

"Give it a rest dork." Gwen snapped at him. She was no good at manners most of the time but this early in the morning she was practically inhuman. "We didn't buy it last night and we're not gonna buy it now." She pulled her jacket tighter around her and glared around at the fog hanging over the lake. "God grandpa, couldn't we stay in bed a little longer?"  
"Best fishing is around dawn." Grandpa said. He looked up and down the marina and spotted the boat he'd hired for the day. "Give it a chance, you'll like it. It's the best thing to relax when you're laying low."

"I'd rather be on a beach, working on my tan." Gwen complained.

"How can you not believe me? I have a watch that turns me into aliens, but a monster in the lake, that's unbelievable?" Ben shouted as he held up the watch.

"Oh sure advertise it to the world why don't you?" Gwen growled angrily as she slapped Ben around the back of the head "Give the damn fish story a rest dweeb. No one cares."

Rubbing the back of his head Ben walked on ahead. He couldn't believe they weren't taking him seriously. Once he'd reached the boat they'd be taking for the day he looked into a bucket sitting on the dock next to it. Huge and slimy worms wigged around. Grinning evilly he reached in and grabbed a handful. As Gwen got closer he thrust them in front of her face. "Breakfast?" Ben laughed as Gwen screamed in shock and disgust.

"Ugh gross Ben!" Gwen took a step back. Ben laughed, grabbing one particularly fat and slimy specimen he threw it at her. She jumped back as though she'd been electrocuted. It landed on the dock where she'd been standing a second ago. Gwen looked ready to throw up as it wriggled around until it fell through a hole in the wood and down into the lake. She looked ready to punch Ben as he dumped the rest of the worms back into the bucket

"What the hell grandpa? One worm's enough," She pointed at Ben who scowled back at her, "What's with the bucket full?"

"Bait" Max smiled as though he hadn't seen the brief confrontation between the two.

Gwen backed away a few more paces. "I... Think I'm gonna skip the fishing, and catch up with some of my friends instead" She said as she pulled her phone her phone out of her pocket. "One of them must be awake by now."

"If you want, but you don't know what you're missing" Max called after her as she walked away.

"Oh I think I do." Gwen muttered to herself as she waved over her shoulder. She continued on, holding her phone over her head in an attempt to find a bar of signal.

Turning to the boat Max called to the man on it "Captain Shawl?"

"Who wants to know?" The man asked without turning around.

"I'm Max Tennyson. I charted your boat for the day." Max placed a hand on Ben's shoulder as he pulled out a cigar.

"Well then what are you waiting for? Written invitation?" Straightening up Shawl turned and faced the pair. He was pale, with long sideburns and a couple of day's worth of stubble on his face. Max and Ben could see one if his eyes was made of glass. His real eye was brown but his fake eye, which had a chip in the iris, was green "I haven't got all day."

Ben looked at the fake eye for a second before smiling and saying "Cool." This obviously wasn't the reaction Shawl was hoping for as he muttered "bloody kids these days" as he headed to the front of the boat.

.*.

As the boat slowly moved through the water Max watched the scenery go by and took deep puffs of his cigar. "So, any thing interesting to catch out there today?" Max asked looking over his shoulder at the captain.

"More than you can imagine." Shawl said half to himself giving the way he said it a slightly mysterious tone to it "Looks like your grandson is using his breakfast as chum"

Looking to the side of him he saw Ben hanging his over the side. Max placed a hand on his back. "You OK Ben?"

Looking up Max saw Ben's face was fine, he was even smiling. "Yeah, just keeping an eye out for the lake monster. Not gonna catch me off guard this time" Raising his watch Ben showed he was ready to press the button in a seconds notice

"Now Ben this is suppose the be a fishing trip, not a monster hunt" Max sighed as he lowered Ben's arm.

"It's called the Krakken" Shawl's voice rasped out, Ben and Max looked at him but he didn't glance at them as he continued to talk, "been on its tail for years." From the pocket of his shirt he pulled out a picture and handed it to Ben. The picture itself was out of focus and the so-called Krakken wad nothing more a blob with a shape baring minimum resemblance to the thing that attacked Ben last night.

"If I could only see it again." Shawl said gloomily.

"Yeah?" Ben asked, handing the picture back, some excitement growing in his voice. "What'd you do? Catch it? Sell it? Make a fortune?" His eyes practically sparkled at the thought of piles of cash such a creature could make.

Shawl looked surprised, as though Ben had said something rude. "No, get a picture of it. A good picture this time."  
Ben's jaw dropped. "What?" He said in disbelief.  
"Then people would see it and know." Shawl said, turning back to the wheel and staring out at the lake. "Know I wasn't crazy. Know I didn't lose me eye in some drunk accident!" Leaning in close Shawl stared Ben right in the eye and said, "Some folks say my rudder ain't quite right."

"Why doesn't that surprise me" Max said to himself.

"But they'll see." Shawl said gruffly, pulling back from Ben again. "I'll show 'em all one day. Sightings go back hundreds of years on this lake. Some people say its just a myth, but I can take you to a spot where I've seen it with my own eye, that is if you've got the stomach for real adventure." Looking at Ben and Max Shawl had a slightly mad look in his good eye.

Looking up at Max Ben had a look on his face that made him look like a teen girl about to squeal after meeting her favourite boy band "I... Guess so" Max said unsurely, Ben pumped his fist into the air and whispered,

"Yes, round 2 here we come."

As Shawl made for the middle of the lake he showed Ben the equipment on bored "Sonar, Hi-Def video set up, Ultrasound. I got it all and I will find it. Mark my words, it can't hide forever! Then we'll see who's crazy! They'll all see!"

Grabbing Ben by the life jacket Max dragged him away from Shawl. The captain seemed to not notice and continued to mutter away to himself. When they were at the rear of the boat Max pulled out a cigar and lit it. "Ben I don't want you to get your hopes up, I don't think Shawl has both oars in the water."

"Why?" Snapped Ben, pushing himself away from Max. "Just 'cause he saw the Krakken too? It tossed me around like a salad grandpa, and I'm going to repay the favour." Drumming his finger on the screen of his watch before he turned and walked away. It didn't help Ben's argument that Shawl was still talking to himself.

Shawl sailed on toward the centre of the lake. Where he claimed he'd once seen the Krakken. But something ahead caused him to cut the engines so suddenly Ben was almost tipped overboard.

Ahead of the boat was a long line of buoys that hadn't been there the day before. The line of buoys stretched from shore to shore, and each one was tied together by thick yellow tape with the words 'Do Not Enter' printed on them.

"Do not enter? What's going on?" Shawl asked as he brought the boat to a stop.

"Looks official" Max moved to the front of the boat to get a closer look. "perhaps we should turn back." The last thing he wanted was to attract any attention from officials and, possibly, the police. It tended to ruin the whole concept of laying low and staying off the radar.

Shawl came striding out onto the deck of the boat, as though the closer look would reveal the new barrier to be just a mirage."Nonesense, this is my lake and I go where I want." He growled. He opened his mouth again, to probably complain more, but he was cut off by a loud foghorn.

All three of them turned to see another boat approaching, a large white fishing yacht that seemed like a luxury cruise ship compared to Shaw's rusting schooner. On the side of the ship it bore a great logo that spelt out F.O.F.  
"Fof? What's fof?" Ben looked at Max.  
"Beat's the heck outta me." Max admitted. He tossed his spent cigar butt over the side and into the lake.

A person appeared on the deck of the boat, a megaphone in his hand. He wore a wetsuit and had a beat-nick beard. All three on board Shaw's boat disliked him immediately. He just had the air of someone who wanted to do good deeds. Which meant getting in the way of people like themselves.

"Fishing boat, stop where you are" The man said through his loudspeaker as the boat pulled up beside them

"Who do ya think you are?" Demanded Shaw. "Telling me to stop my boat on my lake."

"I am Jonah Melvill," he said with a little smugness and a lot of pride in his voice. "founder of Friends Of Fish" Jonah said, dropping the megaphone once he was close enough. "We've closed this area of the lake for an important environmental study, you'll have to turn your boat around."

"You can't just close off bits of the river you damn fish hugger!" Shawl growled, angrilly shaking a fist at Jonah.  
"Actually we can." Jonah said, with more than a hint of smugness. "We have official clearance for this study from the forest ranger service, the environmental protection agency and even the local sheriff's office. We have all the paperwork right here if you'd like to come aboard and look at it."

Shawl's pale face grew slightly red. "Why you lousy, no good-"

"It's quite alright." Max said loudly, interrupting Shawl before he could really get going. "We'll take your word for it. We'll be turning back, just like you asked."  
"We will?" Shawl and Ben said together.

"Well since I charted the boat" Max pulled out a cigar and lit it, inhaling a deep puff "I believe that puts me in charge, doesn't it captain? So if I say we leave the area, then we leave the area."

Grumbling and scowling Shawl stomped off back to the wheel of the boat and slowly turned them around, throwing dirty looks to the environmentalists as they pulled away.

"But what about the Krakken?" Ben asked, Max simply shook his head.

"If you want to keep looking, it'll have to be somewhere else. Personally I'd rather just fish." Then he lowered his voice so Shawl wouldn't overhear. "We don't want to cause any trouble, or attract any attention. We're supposed to be laying low, remember. The last thing we want is to have environmentalists calling the police because we're encouraging our captains crazy delusions."

"Crazy...?" Ben stopped himself and stormed away from Max. He couldn't storm very far in the small boat, but he went as far as he could. Why didn't anyone believe him?

Shawl continued fuming as he sailed his ship away from the environmentalists. His grumbling was interrupted by sudden beeping from his sonar. Looking at the screen he saw a large dot moving towards them quickly. Bigger and quicker than any normal fish. "The sonar, we've found something!" Shawl shouted.

Max poked his head into the cabin and stared at disbelief at the approaching dot on the screen. Any second he expected it to break up, to be a school of fish, but it stayed, and continued to come toward them. Ben looked over the stern of the boat and could make out a huge shark-like fin sticking out of the water "or something found us, look!" He yelled, pointing it out Max and Shawl looked at where he was pointing.

"The Krakken!" Shawl shouted as the fin dived under the water. Looking over the side of the boat into the lake Max and Ben saw a huge shadow right under them and as it moved ahead of them it kicked up the waters making large waves rocking the boat. Ben and Max staggered around on the deck. Ben almost fell overboard. "It's heading for the docks!" Shawl yelled as he fought to control his ship.

"Gwen!" Max said, grabbing Ben as he nearly fell overboard.

Back at the docks Gwen was sitting on the edge of the wooden dock as she talked to one of her friends on her new phone "Yeah, missing the parties, like, totally blows. But it's not, like, all bad cause my grandpa, like, got this new phone and its totally awesome, you know? Oh and when you see my new earrings, you'll just die" Gwen laughed. "Huh, yeah my asshole of a cousin is travelling with us... what do you mean do I think he's cute? He's my cousin course I don't think he's cute. Why do you think he's cute? Hello?... Hello?" Her friend had hung up. "Well that bitch is straight off my Facebook friends list, don't want my social standing to go down"

Back on the boat Shawl had turned the throttle to full to try and keep up with the shadow. He pulled at a rope over his head several times, sounding the ships horn to try and the people on the boardwalk.

Putting her phone away Gwen scoffed to herself "What's that asshole doing now?"

An enormous creature burst out of the water. Green, slimy looking skin, two large thick tentacles coming out each side of its mouth, a few pointed teeth, easily the size of a man, and what looked like blue eyes. It threw its massive head back and screeched loudly. Lunging forwards it smashed the board walk straight down the middle sending Gwen and a few other people flying into the water. She broke the surface a second later, sucking in a lungful of air. "That's not Ben." She panted fearfully. The creature turned and roared loudly at the frightened people, panicking in the water and trying to swim for safety.

On the boat, Shawl looked through a pair of binoculars and shouted "It's the Krakken!" He shouted triumphantly. He glared at Max with a mad glint in his eye "it's real, it LIVES! They can see it! I told them! I TOLD THEM I WASN'T CRAZY!" He was so worked up he was practically doing a jig on the spot.

"Sail now! Gloat later!" Max yelled at him. Shawl stopped his jumping around and returned to the wheel. Max turned to Ben and lowered his voice slightly "You'd better get out there and save Gwen. Or you're the one explaining this to her mother by yourself."

Ben had a vivid memory walk at a brisk pace through his mind, as it ended it turned to face him and said 'nice knowing you kid!'

Shaking it from his mind Ben leapt over the side of the boat and activated the watch. "Ripjaws, to the rescue" Ben said to himself as he dived underwater. Slamming the screen down the flash of light came.

The first clue he had that something was wrong was the fact that he couldn't breath under water. He swam up to the surface in a panic. Bursting out of the water Ben looked at his hands "Hey!" He said in a raspy voice "I said Ripjaws not XLR8, stupid watch." He bashed the side of the symbol on his chest in frustration.

The Krakken screech again Ben saw it dive through the water, going after the group of people that were swimming for their lives. and right at the front was Gwen, terrified beyond belief that the monster was chasing after her and more than a little pissed her new clothes and phone were wet.

"Shit, still gotta save her. Oh well, here goes nothing." Ben said as the visor closed over his face and he kicked the water as hard and fast as he could.

As Ben started to move faster and faster he felt himself start to rise out of the water until he was actually running on top of it. He staggered and zigzagged around as he fought for balance. It was like trying to run on a water bed.

Gwen swam as fast as she could but as the splashing and screams of the people behind her ceased she knew the Krakken was getting closer. Risking a look over her shoulder she screamed as she saw it was practically on top of her. Its jaws were open, a gaping casm of darkness ready to swallow her up, and getting closer.

A split second before the jaws of the Krakken closed around her Gwen felt herself get grabbed and yanked out of the water. She looked up into XLR8's covered face and started to cough up the water that was setting up home in her throat. As Ben reached the beach he skidded to a halt and let Gwen fly out of his arms and slam into the wet sand "You so owe me. You owe me big for this." He laughed as she sat up

"Fuck you!" She coughed furiously. She padded her hands over her body, checking for injuries and that her belongings hadn't fallen from her pockets. She double checked her earrings were still there, they were. "My clothes are soaked and my phone is ruined, AGAIN!"

Out on the lake the Krakken roared as it splashed down on the lake. People caught in its huge wave screamed as they were tossed around. Ben crashed his claws tightly and turned to the lake again.

"Where're you going?" Gwen demanded. She grabbed her shirt and twisted the hem, water streamed out and trickled to the ground.

"Where do ya think I'm going?" Ben rasped at her. "There's a giant monster over there." He pointed out at the lake. "I'm gonna kick it!" He raced off, throwing sand up into Gwens face as he shot off.

"You bastard!" She screamed, grabbing a big rock, she threw it at Ben who zoomed off back over the lake.

As he raced over the water Ben saw the Friends With Fish boat helping the few people who were still alive out of the water as the Krakken drew closer "Oh no you don't." Ben yelled up at it. "We got a score to settle bitch" Ben raced faster as he moved in between the Krakken and the boat. The Krakken roared furiously, swinging its giant muscular tentacle down. Ben tried to dodge out of the way and skidded, almost fell. Fast as he was the water was just too unstable for sudden turns. The tentacle, the size of a city bus rammed into him, sending him flying up into the air.

"CRAAAAAAAAAAAAAPPPP!" He screamed. He twisted and turned as he fell through the air.

The people on board the F.O.F ship yelled in surprise as Ben crash landed on the desk of the boat. The ship rocked violently, a couple of people almost fell overboard and back into the lake. Jonah revved the engine high and powered the boat away from the Kracken before the beast could attack again.

Ben clutched his head, groaning loudly as he picked himself up. The whack from the tentacle hadn't been much of a problem, it was the landing that really hurt. He looked left and right and noticed he was getting odd looks from the people on the boat. "It ain't over yet, bitch!" Ben thought to himself..

"Are...are you...ok?" A person wrapped in a thick blanket asked him nervously.

Before Ben could answer the Krakken burst out of the lake in front of the boat, screeching as it saw Ben. Jonah yelled and threw the boats engines into reverse. The bow sank deeply into the water for a second before bobbing back up like a cork. The boats engine spluttered loudly and died out. It had stalled.

The Krakken leaned closer to the ship, Shooting its tentacles at Ben. He moved so fast he was almost a blur, ducking under one tentacle and leaping onto the other. He charged up the tentacle and to the Krakken's face and at super speed he stabbed his clawed hand right into its gigantic blue eye. The Krakken screamed in agony, falling backwards and down into the water. Ben leapt clear just in time and landed back on the deck of the boat. "HA! That all you got?" He shouted as it vanished under the surface of the lake.

"What are you doing?" Jonah shouted as he ran up to Ben. Ben raised the face plate of his helmet to fully show off his alien face, grabbed Jonah by his shirt and slammed him into the wall of the boats cabin.

"Finishing a fight it started" Ben growled.

Jonah pushed Ben back, looking at him furiously. Ben found a large chunk of annoyance raising in him. The man was being threatened by an alien he had just seen take down a giant lake monster and he was still standing up to it. He was either brave, or an idiot.

"But that's the first of its kind we've ever seen!" Jonah said hotly. "And you try to make sushi out of it?"

"Do I look like I care?" Ben yelled, bringing his claw that was covered in blood close Jonah's face.

Suddenly the symbol on his chest started flashing red and beeping. Without saying another word Ben leapt off the boat and raced back towards Shawl's "got to make it got to make it got to make it." Ben repeated to himself as he charged across the water "got to make..." There was a final beep, a flash of red light and Ben found himself flying through the air. He bounced as he hit the water, like a stone skimming over the top. With one final splash Ben let himself float to the surface of the water, luckily he'd landed near Shawl's boat "...it" he groaned as he spat out some water.

"Man over board" Max shouted as he saw Ben floating in the water "Shawl, Ben's fallen over board, bring the boat around."

Shawl came out of the cabin and looked at Ben, grabbing a lifebuoy he tossed it into the water. "Come on lad. Let's get ya back to land. I got some celebratin' to do. Some apologies to be heard." He laughed as he pulled Ben aboard his ship. It was almost disturbing. Ben much preferred him crazy and grouchy than crazy and happy. Shawl returned to the cabin and powered the motor to head back to shore. "Let's hear them call me crazy now! Let's hear what they have to say this time!"

...***...

Night had fallen fast as the sun had decided to look away from the adventures on the lake and see what the other half of the planet was doing. While most people would be sitting down for dinner, the campers and fishermen of the lake were hurriedly packing up their stuff with as much haste allowed, then driving away as fast as they could. Only Max, Gwen and Ben decided to stay behind.

They sat around a camp fire blazing away in front of the rust bucket. Gwen and Ben were wrapped in thick blankets. Ben was still shivering, despite drying off and the fresh change of clothes. Gwen had changed and was currently fighting to stop her hair frizzing up, a brush in one hand and a hand mirror in the other. The lake water was playing hell with her hair. What she really needed was the chance to treat it with her conditioner.

"That was the thing from last night," Ben said again, for what had to be the tenth time. "The thing I punched in the eye" Ben told Max. "Looks like me and captain Shawl were right"

Max handed Gwen her cell phone. He'd taken a look at it in case it could be dried out and made to work again. It couldn't, the thing was totally kaput and that meant she'd insist on a new phone.

"Just because I was wrong about the Krakken, doesn't mean I was wrong about Shawl." Max answered as he lit up and took a long puff on a cigar "The man needs help. Doctors and psychiatrists. I want you to keep away from him, he's dangerous."

Standing up Ben let the blanket drop to the ground "Hey I'm the dangerous one here! Shawl's just a guy no one wanted to believe. You're just being stubborn 'cause you were wrong!" He pointed a finger at Max.

"Yeah, gotta wonder its like dealing with that." Gwen chimed in, glaring at Ben "Fucking idiot." She muttered under her breath

Sticking up his middle digit at Gwen Ben kept his eyes on Max "Look that thing started a fight, with me. I always finish my fights, with me winning! I'm going to beat it then chop it up for caviar"

"Sushi." Max said as he tossed the cigar butt into the fire. "Chop it up into sushi, caviar is fish eggs."

"Suishi, Caviar, god damn fishsticks! I'll tear the damn thing to pieces." Ben argued back. "Nothing attacks me and gets away with it."

"Short sighted." Gwen muttered as she finally gave up on her hair, deciding it was as good as it was going to get.

Ben rounded on her, "What?" He snapped at her. Gwen just looked up at him smugly.

"Well think about it." Gwen said, her smile growing more annoying by the second. As though there was something really simple and obvious that Ben wasn't getting and she was enjoying rubbing his face in it. "That monster is pretty unique. I've been searching online and found nothing. Even that Jonah guy said it's a never seen before creature. He'd know. I found a lot on him. Environmental websites rave about him, apparently he goes around the world protecting rare wildlife, he's done and stopped more poachers than anyone else on record. Marine biologist, big environmentalist. All kinds of charity work and animal conservation around the world; your basic holier-than-thou asshole!"

"The point, Gwen?" Ben said irritably.

"The point, Ben." She said just at irritably. "Is that if this thing is so special and so unique then someone, somewhere, will be willing to pay a huge amount of money to get it. Scientists, collectors, maybe even some aquariums."

"Now hold on." Max said sternly. "Gwen, you cannot be suggesting we try and catch this thing? It's way beyond us. The monster is bigger than a truck. I don't think any of Ben's aliens can handle it."

"I'll give it a try." Ben said eagerly.

"We don't need to fight it Grandpa." Gwen said, with a superior tone. "We got a whole dock of boats full of fishing gear and no one guarding them. We take the nets, tie them together and we got ourselves one huge holding net to keep the monster in place, stop it escaping. Then all we have to do if find a buyer."

"You've given this a bit of thought haven't you?" Max said, sounding impressed. It was a big job, almost ridiculously huge. He didn't have a clue who'd he could call to sell the beast to, but it was a good start. The biggest trick, aside from actually catching the thing, would be to keep the environmentalists out of the way. His mind was already beginning to think of ways to do that. Ways that involved rope and hostages.

"Low down no good fish kissers" Shawl growled as he staggered past the fire light. There was the scent of booze coming off him.

"Captain Shawl, what is it?" Ben asked as he stood up.

"The nerves of those environmental punks" Shawl rambled with slurred speech to no one in particular. His good eye wasn't even in focus. He only half noticed the Tennysons. "They shut down the entire lake. No one tells me where to sail. I'm not missing out on getting the picture that'll finally prove to 'em all I ain't crazy."

"Everyone knows you were right Captain." Ben said. "Everyone saw the lake monster."  
Shawl just shook his head loosely. "Naw, they'll just deny it. Ya need a picture or they'll all pretend it didn't happen. They'll call me crazy again! So I gotta get back out there. Gotta find the Krakken. Gotta get that picture! Before those damn fish lovers do something stupid like make this whole place one big wildlife preserve! So no one can ever enter it again!"

"Captain Shawl." Max said seriously. "You're drunk."

"What?" Shawl snapped at him. "Naw, I ain't drunk. I might'a had a few drinks. Celebrating. Not every day I man is proven right when everyone's called him crazy for years."

"What I mean to say is," Max continued calmly, even though his patience with the man was wearing very thin. "You should just go home and sleep it off. I'm sure nothing like that will happen. Come back in the morning with a clear head."

"Shut your mouth and get lost!" Shawl snapped back at him. "You ain't on my boat now and I ain't taking no orders from you. If I want to sail on my boat on the lake, then I'm going to sail my my boat on the damn lake. And no one's going to stop me from getting a picture of that damn Krakken!" Walking away, with a slight stagger, into the dark he muttered to himself "no one."

Ben watched him go while Max and Gwen resumed their conversation about how they were going to net the lake monster.

.*.

As the night cooled a thick fog rolled in over the whole lake and the surrounding woods. It was a perfect night for the Tennysons. Under the cover of the night and the fog the three of them moved silently along the dock. Going from boat to boat and collecting everything they needed for Gwen's completely insane idea.

Gwen and Ben moved through the ship, gathering up all the nets and rope they could find. Max was on the next boat over, doing the same.

"OW! Crap!" Ben swore as he stubbed his toe against a huge wooden crate hiding in the dark.  
"Keep it down dweeb." Gwen snapped at him.

"It your fault. I told you to keep the light on me. I can't see where I'm going." Ben growled back.

And I told you I'm not your spotlight. I need to see where i'm going."

"I thought bat's could see in the dark." Ben muttered under his breath. He felt around the crate that had assaulted his foot. It felt heavy, there was certainly something inside it. He pushed hard on its top, sliding it open. "Hey, I think I found something."

Gwen grudgingly shone her torchlight to where Ben was standing. Inside the crate were a pile of wetsuits, diving masks and air tanks.  
"Good to know you're useful for something." Gwen chided, looking at the air tanks. They were full and ready to go. "Ok, I saw the nets over there. You get these things out to grandpa."

"What? How come I have to do the heavy lifting?" Ben moaned at her.

"Because I said so." Gwen snapped, knocked her torch against the side of his head.

Grumbling and cursing Gwen under his breath Ben hauled the heavy crate off the boat and to the dock where they had collected together everything they had taken from the boats so far. It was mostly a huge pile of netting and rope, but there were also water proof flash-lights and a harpoon gun 'Just in case' Max had said.

Max returned with a large roll of nets under his arm as Ben placed the crate down by their horde of stolen gear. "Great." Max said, peering into the box. "Scuba gear, we can use that. And I saw a motor boat a little further down the dock. It'll be less conspicuous than one of these large fishing boats. Easier to hot-wire too."

"So what's the plan anyway?" Ben asked, leaning against the crate while he tried to get his breath back.  
Max looked disappointed. "Weren't you listening when Gwen and I talked this over?"

Ben looked a little sheepish. "Well...most of it, yeah."

Max sighed and shook his head. "Gwen and I will cast the nets in the lake. They'll be tied together to make one large net big enough to hold the Krakken. You'll swim around in the lake looking for its hiding place and drive it towards the shores."

"Me?" Ben gaped at him. How had he missed that part of the conversation? "Why me?"  
"I would've thought that was obvious." Max said, taking Ben by the wrist and holding up the alien watch in front of his eyes. "If it comes down to it you can defend yourself a lot better than me or Gwen could."

"And just because of that you decide to offer your only grandson up as bait?" Ben said, sounding offended.

"What's the matter?" Max said, pulling a cigar out of his shirt pocket. "Half an hour ago you were desperate to get into the water."

"Yeah. To beat it up." Ben replied. "Not go fishing."

"Gwen and I will have your back. Just think of the nice fat pay day this'll bring. Forget buying new clothes and a fancy phone. We could by our own island if we wanted."

Ben growled and shook his head. Max had it him right where it hurt; the wallet. "Fine." he grumbled as he marched away to the next boat.

.*.

A couple of hours later a small motor boat drove out into the lake. The fog was still thick and hid them from any prying eyes on the shore; if there were any. The boat drove a few hundred yards away from land before the engine was cut and it came to a silent, gliding, halt, drifting gently on the current.

Ben strapped the scuba tank to his back while Max gave one last check of the equipment to make sure he would breath properly.

"Ok Ben." He said in a serious voice. If Ben didn't know any better he'd think his grandpa was worried. "You know what to do."

"Swim around and look for the place the Krakken is hiding. Then figure out a way to drive it back here. You're going to cast out the nets and when I come swimming by the Krakken gets caught. All we have to do then is keep those friends of fish freaks out the way until we've managed to sell the monster."

"Yeah, sure no sweat." Ben muttered sarcastically as he slipped the scuba mask over his face. "What are we gonna do for the rest of the night?"

"Just hurry up dweeb." Gwen complained. "It's getting cold out here."

"Whatever." Ben said, holding up his middle finger at Gwen. He hoisted himself up on the side of the boat and tipped into the water, giving his legs an extra kick to splash the lakes surface and kick the water up into Gwens face.

"HEY! You did that on purpose Asshole!" She screamed out into the darkness.

Under the water Ben turned on the watertight diving torch. He tightened his grip on the harpoon gun in his other hand. He only had a couple of shots with the weapon so if trouble started he'd have to make every one count. The inky blackness of the cold water pressed around him, making him feel claustrophobic in his tight wetsuit. The torch beam guided him as he swam down to the lake bed.

The bed of the lake was a maritime junk-yard. Anything that had been lost or thrown over the side of boats were down here. Old tires, smashed crates both wooden and plastic, bottles, lengths of rope and even some rusting or rotting wrecks of row boats and entire fishing vessels. He wondered if they'd sunk by accident or the Krakken had been busy over the last few decades.

Ben swam past the junk and over huge kelp forests which had wrapped themselves around almost everything on the lake bed. Almost everything; there was one clear area ahead. It was a conspicuously clear area. Right in to middle of the thickest part of the kelp forest, there was one huge bare patch.

He swam on toward this area, it was too suspicious to ignore. In the centre of the clearing was the wreckage of what had to be either one enormous wooden boat, or the ruins of several boats that had been piled up in this one area. 'Looks like a nest to me.' Ben thought to himself. Was the Krakken here? No. Something that huge he'd spot it easily. Should he wait and see if it came back and then chase it toward the nets? How much air was in the tank on his back?

Something caught his eye in the middle of the boat wreckage. Ben swam closer to get a better look. There were two of them, both the size of space-hoppers, light pink and a little translucent. Ben swam right up to one and shone his torch at it. Something moved inside.

Ben pushed himself away from the thing, swimming up and away from the Krakkens nest and up toward the surface of the water as quickly as he could.

.*.

Gwen and Max were lying the netting carefully in the water. Floats tied to the nets stopped it from sinking, making it into one huge mesh fence that would run across the lake.

"I wonder how he's getting on." Max said, trying to sound casual.

"Well he's been gone 30 seconds and nothings happened. Knowing Ben, that probably means something bad." Gwen replied. She didn't even bother to hide the evil grin on her face. "Wouldn't it just be terrible if he got eaten."

Max's stern expression made the smile fade.

Something surfaced a hundred yards away. They heard it splashing around in the darkness. Max grabbed their torch and shone its light out at the source of the sound.

"Ben?" He muttered as the shape swam closer. Ben moved into the beam of the torch and swam right up to the side of the boat.  
"What're you doing here?" Gwen said accusingly. "You should be looking for the Krakken."

Ben glared at her a little but said nothing about it. He simply pulled his scuba mask off and grinned at them. "I don't have to. The Krakken, she's female. And she has eggs down there." His grin widened and an evil glint shone in his eyes. "Pull the nets back in guys 'cause I got a new plan."

.***.

It took less than half an hour to get organised for Ben's idea. First they returned to shore and searched the fishing boats again for containers large enough to hold the eggs. They finally found two of them. They looked like oversized coolers, but they were light and they were watertight so they were perfect.

With the plastic containers on board their little motorboat it was a tight squeeze to accommodate all three of them. They returned to roughly the same spot on the lake where they had been before. They had left the nets behind, which provided a perfect marker in the otherwise featureless water.

Max double-checked his wetsuit and air tank. The skin tight suit did not go well with his large belly. "Ok, Gwen, you stay here and keep a lookout. While Ben and I go after those eggs." Then he looked at Ben again.

"Yeah sure grandpa." Gwen said in a disgruntled tone. She knew Ben had the better plan. The eggs would be easier to move and to sell than the whole Krakken. Not that she would admit it out loud. She was just annoyed that her own good plan had been abandoned so quickly.

"Ready Ben?" Max looked at his grandson

"Ready."

"Remember Ben, go down, get the eggs and get back up here. No waiting around for the monster" Max warned, a look in his eye showing he was more serious than Ben had ever seen him "this payday is too big to let a petty grudge match get in the way"

"I got it, I got it." Ben muttered as he put his mask on and sat on the edge of the boat "Grab and run job. It's not my first time Grandpa."

Together they tipped themselves off the boat and into the water. Gwen looked around the fog saturated lake. "Keep a look out?" She muttered under her breath. "For what? It's not like there's anyone in ten miles of this place after the lake monster attacked."

Max and Ben swam as quickly as they could. While they were dragging a container each. As much as Ben knew his grandfather was right, he was still hoping that the Krakken would show up. He was eager to show her who was the best, above and below the water. Nothing tried to fight him and got away with it.  
"Come on bitch" he thought to himself as he slowly swam towards the eggs "I'm taking your eggs but I wanna take you down too."

They reached the clearing of the kelp forest and saw that the Krakken's nest was still deserted. Wherever she was she certainly wasn't in a hurry to get back. She probably hadn't been expecting any company at the bottom of the lake.

Ben and Max placed their oversized coolers onto the ground. Working together using they carefully picked up the eggs one at a time and put them into the containers. They were surprisingly heavy. Ben could feel whatever was inside moving around as the egg was lifted. It certainly wasn't enjoying being moved, whatever it was.

When they had placed the egg into the second container and Max signalled it was time to head back to the surface, with a simple pointing up gesture, Ben nodded and gripped the cooler tightly. When Max turned his back he looked around again, just in case. But he didn't see anything moving through the murky water. He sighed inside his mask and guessed he would have to let this one go. If he wasn't going to get a second chance at the Krakken now, it just wasn't going to happen.

It was hard work to get back to the surface. The containers were heavy now they held the eggs. Max and Ben had to kick doubly hard to reach the surface again. Gwen was on hand in the boat to haul the load on board but it took a lot of pushing, heaving, grunting and swearing before both the containers of eggs were finally in the boat. When Max and Ben climbed aboard the thing rode very low in the water. All three of them were glad the water wasn't rough. Any tossing around would have easily dragged them under.

"Ok." Max said cautiously. His hand strayed to where his breast pocket would be if he was still wearing his shirt. He wanted a cigar. "Let's get these things back to the dock and get out of here before anyone finds out about this. Once we're a safe distance away I'll start making calls about a buyer. I think I know I guy who can put us in touch with the right people." He started the motorboats engine and turned back to shore, considerably slower than the pace he'd used to race out to the area.

"How much do you think we'll make Grandpa?" Gwen asked greedily. Her mind was already turning over the possibilities. There were many malls in America, all with wonderful, precious, valuables to buy.

"Hard to say." Max admitted. "I haven't exactly sold eggs of lake monsters before. Two eggs from a unique, undiscovered, giant monster. With the right buyer and maybe if a bidding war gets going, I'd say we could be looking at six figures; easily."

Both Ben and Gwen's eyes practically shone with excitement. A six figure payoff. That truly was big-league stuff. Only in their wildest dreams had they ever thought about doing a crime that had that kind of result.

"Awesome." Ben said. For once, Gwen agreed with him.

Once they reached the dock and managed to pull the heavy containers of eggs off the boat Max found a small cart they could use to wheel the heavy containers back to the rust bucket.

"First we need to seal these containers so no water escapes. The last thing we want is for the eggs to get damaged. Then we need to get out onto the road as soon as possible."

"Well then I'm sorry to say your departure is going to be delayed!" A voice called behind them. Turning on the spot Ben Max and Gwen saw Jonah Melville standing there. With two large and muscular friends, who were armed with guns.

At the very far side of the docks, a crane, used to load and unload boats, started moving and brought into view a large robotic like suit which was designed for diving. The robotic diving suit stopped overhead and was slowly lowered down until it was just a few feet above Jonah.

"The police are already on their way," Jonah said. "Hand over the eggs now and you'll probably get a lighter sentence."

"You think we're afraid of a couple of guns?" Ben said angrily. After all that work, all that effort, they were not going to be stopped by some activist.

"Speak for yourself." Gwen said. "Personally I like my body without bullet holes, and I like to keep it that way."

"Did you really think that dumb fisherman would keep us distracted all night?" Jonah said, as though they had insulted him.

All three of them looked at him, confused. "What?" Ben finally asked.

"That drunk fisherman. Saul, or whatever his name is. We picked him up hours ago. Claiming he wanted to just get some pictures. We saw right through him. Citizens arrest, then towed his boat back here. Scouting the area for you was he? Or did you mean for him to get caught? Thought you'd make a getaway while we were dealing with him? Well I wasn't fooled. I've been doing this a long time, seen every trick in the book."

"Shaw?" Ben said curiously. "You caught captain Shaw?" He looked over his shoulder to Max who shrugged down at him. Shaw had raved on about wanting a picture of the Krakken, but all of them had thought him far too drunk to even start his boat, let alone get it out onto the lake.  
Jonah ignored Ben and continued. "Those eggs belong to the rarest creature in the world. Maybe even unique. You can't remove them from here and sell them as if their produce. They need to stay here and be protected."

"Now buddy," Max said slowly and cautiously. "We don't want any trouble." He didn't look at Jonas but at the guns in his friends hands. What kind of environmentalist had guns anyway? One prepared for trouble it seemed.

"I've been around the world, I've chased off, beaten and gotten some of the biggest poachers in the world arrested. Three small time idiots like you aren't anything special"

"Small time!" Ben yelled angrily. "You don't know who you're talking to!"

Jonah seemed neither intimidated nor impressed. "I really don't care." He said. "All I care about is getting those eggs back where they belong. We'll let the police handle finding out who you are."

Ben scowled and slowly raised his arm. He was just about to press the button on the watch when all hell broke loose.

There was a low rumbling sound beneath the boards, before he could even look around for the noise the planks exploded and he was sent flying into the lake. Max and Gwen ran back from the chaos. Jonah and his men were thrown back.

Climbing onto the dock was the Krakken. It threw its enormous head back and screeched at the sky. Then his eyes focussed on the containers full of its eggs that were with Max and Gwen.

It growled at them threateningly.

"When I tell you to, run." Max whispered to Gwen, hardly moving his mouth. The Krakken gave a loud roar and lunged its head forwards, aiming straight at Max and Gwen.

Suddenly there was a loud splash and something landed on the Krakken face, digging its claws into the tough skin and drawing blood, making the Krakken rear back and roar loudly. It whipped its head from side to side violently but Ben, in the form of Ripjaws, held tightly.

"There's no way I'm missing out on this payday" Ben thought to himself.

Gwen and Max ran as quickly as they could, pushing the cart in front of them and trying to make sure they didn't drop their precious cargo.

"If we can get these to the RV we can still get away from here." Max panted. They rounded a corner, running between two buildings.

"What about Ben?" Gwen asked.

Behind them they heard Ben's voice screaming "Mother fucker!" Followed by a roar from the Krakken.

"He can look after himself." Max said. "The important thing is to get out of here before mommy finds out we're the ones with her babies."

From a door to their left burst one of the gun-toting environmentalists. He glared at them angrily and pointed his weapon at them. "Hand over the eggs!" He shouted.

Max held up his arms in a surrendering gesture. "Okay buddy. Okay. No one wants any trouble here."

Gwen grabbed the handles of the cart and pushed hard. It rammed into their attacker, throwing him off balance. Max jumped forward and punched the guy across the jaw. He fell onto the cart, knocking off one of the containers. It crashed onto the wooden dock, its lid falling open and spilling water and the egg. The huge round pile of gelatin rolled away from them.

Max grabbed the enviro-nut by the collar of his shirt. The man was unconscious. Max pulled him off the cart and left him on the ground. He took the gun as an afterthought. He didn't need the guy waking up pissed and still armed. "Let's get the egg." He called to Gwen, who nodded and ran after the huge rolling jelly ball. Max followed with the cart.

Gwen jumped and raced and caught up with the egg. It was dirty but undamaged. It had been a scary few seconds. There was a lot of stuff that could have damaged it. A broken board, or a stray piece of glass and they would've been left with the worlds most expensive omelette.

"Let's get you back in the box." She muttered at the egg. She took it gently in her hands and grimaced at the feel of it. It felt like holding onto a bag of jello. A very stiff bag covered in thick veins. She was disgusted by the feel of it and wanted to throw it away. "Think of the money." She told herself. "Think of all the money this is going to bring."

Suddenly the Krakken's deafening roar filled the air. It's gigantic form reared up over the buildings and fell on one of the warehouses. The chaotic deafening crash of ripping and tearing, snapping and falling masonry drowned out even the Krakken's scream.

Gwen didn't even hear herself scream as a huge chunk of concrete fell towards her. She leapt back and fell to the ground, dropping the egg, which rolled away from her again. The concrete, as large as Gwen, crashed down onto the egg. It popped like a water balloon, spraying Gwen from head to foot in thick orange slime that smelled like rotting fish.

"Gwen?" Max stared at her. The smell hit his nose and he backed up several steps. "Are you ok?"

Gwen wiped her hands over her eyes, scraping away the thick goop that was congealing on her. She spat some out of her mouth. "I'm alive." She growled. She climbed to her feet and looked down at herself. Her clothes were ruined. She liked this t-shirt. She flicked her hands, sending huge droplets of the slime off her to the floor.

"Come on." Max said urgently. "You can clean up later. We've still got one egg. We need to-"

He was cut off by a loud scream. Not from the Krakken, but from Ripjaws. Max and Gwen looked up to see the Krakken throw Ben with its huge tentacle. He flew through the air sailing off deep into the woods. He vanished into the darkness and they had no idea where he landed. No clue whether he was even still alive.

"Oh shit!" Gwen gasped as The Krakken climbed over the destroyed building, glaring down at them with its huge eyes. Neither Max or Gwen were looking at its eyes. They were far too busy looking at the giant man-sized teeth.

"Grandpa?" Gwen said in a shaking voice.

Max moved slowly, so it wouldn't provoke the Krakken. He reached to the container of the remaining egg and carefully opened the lid. The Krakken's head twitched only slightly as it saw its child-to-be. Carefully Max took a step backwards from the cart. "Run!" He yelled suddenly.

The word was like a starters pistol. Gwen leapt over the chunks of metal and concrete, racing as fast as she could to get away from the monster. Max wasn't far behind, despite being old and a heavy smoker he could still move quite fast. Especially when he was running away from a creature with teeth bigger than his whole body.

The Krakken roared loudly. It watched them go and in its own primal way considered chasing them. But with one last triumphant roar she reached down with one of her tentacles and gripped the egg carefully. Slowly it moved over the broken building and back to the lake. Without even a look back it slid into the water and vanished.

Jonah Melville picked himself up from the tattered scrap that had been his robotic diving suit. Whatever that alien had been its powerful jaws and claws had made short work of his titanium alloy. He clutched at his bleeding forehead, it was a deep and painful gash. He wiped a little blood out of his eyes; clearing his vision in time to see the Krakken sliding back into the lake. He also saw an egg clutched in its huge tentacle. Did it have the other egg, or was that gone? Had those poachers gotten away with the egg? Or had the only thing they had escaped with was their lives? They were gone, that was the worst part. But the police would arrive soon and he'd be able to pass on their descriptions. They would be caught. He was sure of it.

No matter. The creature and her young were safe. He would see to it. Friends Of Fish had a lot of powerful allies. He would have this whole area protected before the end of the week. The Krakken would never be in danger of hunters and poachers ever again.

"You're safe now." He said aloud to the lake. "Safe."

Ben came strolling out of the woods. He was back to human and though he was covered in scratches and grazes he wasn't seriously hurt. He'd managed to find a good soft landing; the tent of a young couple who were camping in the woods. The young couple had also been sleeping in the tent at the time so their bodies had been a pretty soft landing. He wasn't sure if they were ok after a six foot tall fish-man had landed on top of them. But that's what 911 is for.

Max stood in front of the Rust Bucket, looking at Ben with concern and relief. "Thank goodness you're alright." He said as he puffed heavily on his cigar, he flicked the butt of the cigar away as Ben grew closer. He had trigs and leaves in his hair and his clothes were dirty. But at least he was cleaner than Gwen.

"I'm fine Grandpa" Ben smiled at Max. "Can't believe it threw me across the lake, again. Did you guy's manage to get away with the eggs?" He looked at Max hopefully, but Max looked at Ben with a less than amused look on his face.

"No. Just after you left the Krakken got it back." He said sternly.

Ben looked crushed. After all that they had come away with nothing to show for it. "Dammit. That was one huge payday. Wait, it? Last time I checked there are two eggs"

"Just after it threw you away the Krakken smashed the building, one of the eggs was squished, and covered Gwen in fish egg slime" Max explained, he watched as Ben burst out laughing, cheering him p slightly after loosing both eggs

"Please tell me you got some pictures" Ben wiped his eyes "I she scarred for life? Please tell me she's scarred for life"

"See for yourself." Max said enigmatically.

Looking confused for a second Ben then saw Gwen, showered and wearing clean clothes, standing on top of the R.V, before he could ask any questions she leapt from the roof and slammed on top of him, as they hit the ground she rolled off him and onto her feet leaving Ben on the ground, winded.

"You know Ben" Gwen smiled as she watched him coughing on the ground. "This has been a long time coming" grabbing his shirt she pulled him to his feet "and I'm going to enjoy it immensely"

Reacting quicker than Gwen, Ben grabbed her shoulders and swung his head back then slammed it into her forehead, watching as she stumbled back dazed he said "come on then, bitch!" clenching a fist tight he swung his arm back "who's the daddy?" Launching his fist forwards he could barely keep up as Gwen spun an arm up and grabbed his wrist, side stepping she flipped him over her shoulder and slammed him onto the sand. Keeping a firm grip on his arm she twisted it sharply and knelt on his throat, enough for him to feel pain but no permanent damage "who's the daddy now?" She asked as she slowly twisted the arm more until she felt a hand rest on her shoulder, looking up she saw Max

"I'm the daddy," he said "and that's enough"

Shrugging slightly she looked back to Ben "say it" she demanded, raising her knee slightly so Ben could talk

"I wuv you" he rasped as she laughed.

"Your my bitch till the day you die"

They heard sirens approaching. The police had finally decided to arrive. Max ushered the two kids into the RV, deciding that now was the best time to hit the road. Before the police got talking with Jonah and heard a few reasons why they should stick around for, say, 25 to life!


	4. Chapter 4

Anti Ben 10 ch4: Permanent Retirement

The Rust bucket sat in the car park of the Booze and Ribs Bar, Max the only one inside, enjoying a beer, plate of ribs and a few smokes.  
Gwen sat inside the R.V texting her friends, updating her twitter and window-shopping on her new phone. She noticed something out of the corner of her eye, which made her pause her multi-taking. This took all of her attention. Out of the window Ben was shadow boxing, dodging and weaving invisible punches. Putting her phone down and kicking open the door she watched him for a couple of seconds with a puzzled look. "What are you doing?" She asked in the mortified tone used by teenage girls when someone they know is doing something embarrassing.  
"Shadow boxing" Ben answered as he ducked a blow and followed with an upper cut and a hook.  
"Okay... Why?" She asked more puzzled than ever.  
"To get stronger, I figure if I get stronger as Ben my alien forms will get stronger. Especially four-arms." Ben explained as he stopped moving and wiped some sweat out of his eyes.  
"That's... Actually pretty smart, for you." Gwen jumped from the steps and landed a kick on Ben's back sending him stumbling forwards. He overbalanced and fell to the ground. "Though boxing is one of the weakest forms of fighting," She said with a snide grin. "when compared to martial arts." She chuckled. As Ben climbed to his feet he clenched his fists, ready to show Gwen just how 'weak' boxing was.

They were suddenly distracted as a man came flying out of the bar door. After him Max stepped out and puffed on a cigar. "Nothing better after a beer and a plate of ribs than a fight and a smoke." Max chuckled, stepping over the man towards Ben and Gwen and holding up two doggie bags. "Why don't you kids eat these, then I'll show how good a fight feels afterwards."  
Ben and Gwen glanced at each other and shook their heads "Other than that, I can handle anything" Ben grabbed the bag Max threw to him. Opening it he grabbed a sticky rib and ripped off what meat was on it  
"Good, cause we're going to stay with your Aunt Vera for the weekend."  
Halfway to swallowing Ben choked on the meat, earning a hard slap on the back from Gwen "Vera?" Ben choked, his eyes going wide. "But she's boring, and pinches my cheeks, and boring. And still treats me like I'm five. And Boring, did I mention how boring she is?"  
"Maybe, but she's rich" Gwen smiled, Ben could swear her eyes were about to change to dollar signs "Quick grandpa, what're her favourite things?"  
"Why do you want to know those?" Ben asked as he grabbed another rib, getting the sauce everywhere but his mouth  
Gwen rolled her eyes as though Ben was being deliberately stupid. "Duh, if I get in good with aunt Vera she'll put me in her will then when she's gone I'll be set for life. Hello serious money!"

**...**

Ben looked out of the window gloomily as the drove past the main gates of the retirement community.  
Max shouting over his shoulder, "Here we are, Aunt Vera's Retirement Village."  
He meant that literally, Vera had made a lot of money in wise investments over the years  
"Great, the closest thing to fun around here is probably watching the grass grow" Ben moaned, slamming his head hard onto the table.  
"Well too bad you don't want some more money from aunt Vera," Gwen smiled as she typed away at her laptop, she'd just spent the hour long drive through the desert looking up Vera's favourite hobbies, stuffed bird collecting and bird calling, commemorative plate collecting as old Las Vegas casino chips. She'd spent a good part of the journey trying to perfect birdcalls and driving Ben to try and knock himself out, there was a sufficient dent on the bathroom wall.

As Max parked the Rust Bucket in front of Vera's house. She was waiting at the door for them, giving a big cheery wave and smile. As Ben and Gwen stepped out of the R.V she rushed forwards and hugged them hard "Benjamin, Gwendolyn. It's been so long since I've seen you. Why it seems only yesterday you were both just little babies."  
"Hi aunt Vera." Ben and Gwen said in unison, muffled and half suffocating in her ancient cleavage. There would be many nightmares to try and repress from those few seconds.  
"Let me see your faces, oh Gwendolyn you're growing to be a beautiful lady" Vera smiled brightly as she grabbed Gwen's cheeks and squeezed them so hard Gwen felt like her face was being torn off.  
"Thanks aunt Vera" Gwen rubbed her cheeks, which were quickly turning red. "Ow" She said to herself  
"Benjamin, growing to be so handsome." She grabbed Ben's cheeks and squeezed them just as hard "and so strong."  
"Thanks," he slurred through his stretched lips, as his cheeks were squeezed, but in his mind he thought. 'Let go of my face bitch, and give me money.'  
"Max!" Vera squealed happily. She let go of Ben's face and hugged Max. Ben rubbed his cheeks and wiped sweat from his face  
"Why do old people have to live in places SO hot?" He muttered to himself as Vera and Max entered the house. Suddenly something ice cold splashed on the back of his neck and he gave out an involuntary yelp as he felt it run down his back. Turning he saw Gwen holding a water pistol and laughing "What the hell?"  
"Its called water dweeb." Gwen laughed pointing the pistol at Ben, "you can do more then drink it, you can even use it clean yourself." As she ran passed him she squirted another shot at Ben, hitting him in the face.

Clearing the water from his eyes he grumbled to himself as he looked up and down the street, checking to see if anyone had witnessed the small humiliating yelp. The only person he saw was an old man on top of his roof trying to get to his satellite dish, who didn't seem to have noticed a thing. He'd almost reached the top when he suddenly lost his footing and slid down the roof toward the ground. His feet slammed into the gutters and for a few second he managed to keep balance before, slowly, started to fall backwards.  
'Good' Ben thought to himself, a grin emerging on his face. 'An old geezer breaking his hip is the laugh I need right now'  
Suddenly the old man jumped back, flipping around in the air in a way that would make the most flexible gymnasts jealous he landed safely on his feet without a hair out of place. He straightened up and walked into his house as if nothing unusual happened. Staring, with a shocked look on his face, Ben snapped back to reality. "Okay...that happened." He decided it would be best to ignore what he just saw. Trying to work it out would cause nothing but headaches.

Entering Vera's home he looked around and it was exactly how he expected it. Boring. The walls were a dull colour, the furniture was covered by plastic and all the walls were shelves of stuffed birds, glass cases filled with boxes of old poker chips and commemorative plates. Just standing in the room Ben felt 60 years older.  
"Ugh, why do old people homes smell like someone's boiling gym socks?" He asked out loud as the smell of the place wafted up his nostrils. He wasn't even breathing through his nose, the scent just invaded them whether he wanted it to or not.  
"Now you three must be starving" Vera smiled, walking into the kitchen "I've got some delicious jello moulds ready for just your visit, sit down and I'll bring it through"

As Max Gwen and Ben sat at the table Ben noticed Gwen's eyes shooting around the place, trying to take in as much as possible. Before he could say anything Vera entered with a tray carrying a large pink jello mould with brown and white chunks in it and three plates with large bits of the jello on them "That looks delicious Vera" Grandpa said as the tray was placed on the table "What are those brown chunks in it?"  
"Pork chop" She replied happily as she placed a plate in front of all of them "and the white one's are cauliflower."  
Ben looked from his plate to Gwen. They had thought Grandpa's choice in food was weird but this made his night-worm fricassee seem almost normal by comparison. She had a look on her face that told him they were both thinking the same thing. This made Ben happy, it meant Gwen would have to work harder to get the money she wanted, a lot harder.  
"So Benjamin, what have you been doing so far this summer?" Vera asked.  
"Robbing stores and banks across America. And I found a cool alien watch that turns me into different aliens" Ben answered with a straight face. For a second Gwen was worried and was about to follow an urge to kick Ben under the table when Vera, who didn't miss a beat, simply laughed  
"Oh you!" She chuckled "Its good to know you have a healthy imagination."  
Gwen gave a small sigh of relief, but still had an urge to kick Ben. To distract herself she looked around the room and saw a cabinet full of stuffed birds, some looked a little exotic. Standing up she took a closer look at a small red one "Aunt Vera, is that a stuffed red bill north chickadee?" She asked.  
"Oh how perceptive Gwendolyn" Vera gasped, standing up and putting a hand over Gwen's shoulder "and did you know that call of a red bill north chickadee, indicates-"  
"Alarm or excitement." Gwen chimed in, both letting out a long trill noise, a copy of the birds call.  
"Kiss-ass." Ben muttered under his breath.

While Gwen distracted Vera Ben scooped up his piece of jello and quickly dumped it on Gwen's plate, it seemed he wasn't going to get a normal meal either here or camping with Max.  
"Man, I'm Totally stuffed" Ben leaned back in his chair and stuck out his stomach, trying to make it look larger than usual  
"Benjamin, would you like some candy?" Vera asked, picking up a large red bowl and showing Ben what looked like dark chocolate, not his personal favourite but chocolate was chocolate  
"Now we're talking" Ben smiled as he took the largest piece he could see and threw it in his mouth, after a single bite he stopped chewing and slammed his head into the table 'Coffee! As candy?' He thought to himself, as he let the piece of thinly chocolate-layered coffee fall from his mouth and onto the floor.  
"I got to use the bathroom." He said suddenly, springing from his seat and charging across the room, slamming the door behind him and leaning his back against it. "It's the attack of the old people." Ben said to himself as he looked around the bathroom, there was only a small window and unless he pulled it out of the wall he was trapped, at least a normal person would be. "I got to get out of here, and there's only one guy for the job." Pressing the face of the Omnitrix Ben turned the screen until he found the image he was looking for "Or should I say alien."

Slamming down the screen Ben felt his body change, he could feel it get lighter and his vision change slightly, he could feel one of his eyes disappear completely but his perception remained the same. A chill ran through him as his body temperature vanished, then his nerves and bones and, finally, gravity's effects.  
"Ghostfreak saves the day." Ben said to himself, his voice changed to a raspy whisper. Turning invisible he glided through the wall back into the main room of the small home where Vera was showing Gwen her small collection of conch shells. They had no idea he was in the room.  
"And this one is a Valen Teara, I got this when I travelled to Greece a few years back." She handed Gwen a pale shell, which had a few large spikes on the top "Can you hear the ocean?"  
Holding up the shell to her ear Gwen heard a raspy, whispering voice coming from behind her "Looooseeerrr" It said, she knew the voice, Ben had used it to play pranks on her and try to scare her several times. She had just enough restraint to not react. It would raise a lot of questions from Vera she didn't want to answer. "Loooseerrr" It said again and laughed, the laugh alone could send a shiver down anyone's spine. "Slut!"  
"Ben?" Gwen spoke out of the corner of her mouth, making sure Vera was distracted by talking to Max first before looking around the room "What are you doing?"  
"This summer was supposed to be about F-U-N." Ben floated around Gwen, enjoying the bewildered look on her face as she tried to find where his invisible body was "So that's what I'm going to do" again he laughed before flying through the wall into the street.

"There has to be something I can mess up," Ben said to himself as he looked up and down the street. There were plenty of old people to scare. Maybe he should see how good their heart medication was.  
Flying into the home across the street Ben thought no one was home. He hovered from room to room, looking for anything valuable. He saw proof someone was home, a fresh pot of coffee on the burner and a half finished cup, still steaming. Sounds were coming through the thin walls that sounded like snoring. "Time for a good scare" He though to himself "and possibly a broken hip." He stuck his head through the wall, into the bathroom where he saw one of the oldest members of the retirement village in the bath tub, asleep, and unfortunately her bubbles had almost vanished, giving Ben a full view of a very wrinkly, and entirely naked, ancient body.  
"Aaaaaggghhh! My eye!" Ben screamed out loud, waking the old lady with a start. Falling backwards through the wall Ben covered his eye with a hand "It burns!" He flew straight up and out of the building.  
The image was branded into his brain. The source of many therapist bills for years to come "God damn it, I'm suppose to traumatise them not the other way around!" Ben screamed. He flailed in mid air, clawing at his face as if he could prise the image out of his head. Slowly floating back down to ground level Ben looked at the various houses "I don't know who its gonna be, but someone's gonna have a heart attack before the end of the day or ooh apple pie!" Ben sniffed the air and caught the smell; following it he saw a fresh pie sitting on an open window. "There's nothing I like better than fresh pie." Ben thought to himself, he was about to grab the pie and flee when he noticed an old woman trying to hit a fly with a swatter, it flew out of her reach and landed on the ceiling. Throwing the fly swatter to the side the woman leapt up onto the ceiling herself and ate the fly. She stayed there for a few seconds then dropped down, landing onto the floor as if nothing out of the ordinary happened. She twisted her neck slightly and Ben swore he could hear it cracking. "No way, ninja old people?"  
Deciding to leave the pie Ben turned to leave. He saw one of Aunt Vera's neighbours driving one of the community carts with a rolled up carpet in the back. It looked like a golf cart and probably had been one. Suddenly the sprinkler system of the gardens rose up and started spitting water everywhere. The old man's eyes widened in horror and he turned the car sharply to avoid the water, almost tipping the cart in his speed and desperation. A terrified look on his face.  
"I wonder what Mr Belvedere is up to?" Ben asked himself, following the old man.

Less than ten minutes later they arrived at the very back part of the retirement village where the dumpsters were kept. Ben watched as the old man picked up the rolled up carpet as though it were nothing more than a bag of groceries, tossed it over his shoulder and hauled it to the gates. Which were tied together to keep animals out. Not even breaking his stride the old man's legs stretched, growing and elongating like stilts, raising him up to ten feet tall. He stepped over the gates then shrank back to normal height.  
"This place keeps getting weirder" Ben thought to himself as he passed through the metal fence. He watched as the old man moved a dumpster to reveal two thick, heavy looking metal doors leading into the ground. The doors were definitely too heavy for a normal old man to open, a young man might struggle, but this one opened it like he was opening a refrigerator door.

Ben was about to follow the old man when he heard a beeping sound and the symbol on his chest started flashing red. With a sudden flash of light he was Ben again.  
The old man looked over his shoulder. His head twisted around like something in the exorcist, so it was looking the exact opposite of where it should be. Ben stared in shock as the man dropped the carpet and door. His body twisted and shifted as Ben heard the bones snapping and changed, without taking a step the old man's body twisted so it had turned around, facing Ben now. Giving a loud roar he charged at Ben with unbelievable speed, grabbing him as soon as he was close enough. His grip was like iron and his fingers like talons, he lifted Ben like it was a feather pillow, bringing them face-to-face. Reacting out of instinct Ben threw his leg up and kicked the old man in his face. The head whipped back like his neck had broken; his face was upside down and backwards. The old man dropped Ben out of surprise. Ben scrambled away from the fence. He heard noises like bones cracking, catching a quick look Ben saw the man's head righting itself, the bones of the neck shifting back into place. His face was bent inwards where his foot has hit him. Then suddenly it snapped back into place like a balloon inflating, as though it had never happened.  
Running as fast as he could Ben leapt and scrambled up the fence. He leapt from the top and as soon as he hit the ground he raced to the cart the old man had been driving. Behind him Ben could hear the old man following him, stretching and stepping over than fence again. Jumping into the cart Ben slammed his foot down on the accelerator and the cart shot off. Daring to look over his shoulder he saw the old man chasing after him, and getting closer "Fuck off!" Ben yelled over his shoulder, willing the cart to go faster. Stretching his arms the old man grabbed the back of cart, which dragged him along as he slowly pulled himself closer, looking over his shoulder again Ben saw what he was doing and shouted "Oh you are NOT pulling a Terminator 2!"  
Climbing up onto the back of the cart the old man stretched his arms again, reaching to grab Ben "HEY, no back seat drivers!" Ben shouted as he dodged the hands. A few fingers came too close and he bit down hard. His hands too busy holding the wheel. Not watching where he was going Ben drove the cart into the kerb, which sent it flying into the air and crashing down on its side onto the grass. Pulling himself up Ben shook his head, trying to clear it. Looking around he saw the old man pick his distorted body up, slowly twisting back into his normal shape. Suddenly he stretched his arm again at Ben, who tried to dodge by leaping off the cart and out of reach, but the arm wrapped around his leg and pulled him back. He was dragged across the grass Ben tried the watch pressing the button frantically and tapping the red screen but nothing happened. Suddenly Ben felt water spray onto his face and felt himself stop moving. Sprinklers had emerged from the soil and were starting to water the lawn. The old man screeched fearfully, running away from Ben. "That's right old man, you better run" Ben panted as he lay on the grass getting slowly wet "You just saved yourself an ass-whoopin!"

**...**

"Grandpa, Gwen" Ben shouted as he entered Vera's home, they were standing at the kitchen sink obviously just finished cleaning the dishes. Max turned around quickly and shushed Ben  
"Your Aunt Vera's in bed." Max told him in a hushed voice, he had an annoyed look on his face as he looked at Ben.  
"Seriously? It's like only six-thirty? Never mind, this whole place is worse than I thought, first this old guy does a back flip off his roof, then this old lady runs up a wall and eats a fly then that weird old guy living across from Aunt Vera is an E.T. or something with a face on the back of his head and long stretching arms and legs and-"  
"Ben" Gwen snapped. "You snuck out, Aunt Vera was hurt."  
Ben showed a blank face "She's old, she'll forget."  
"You could have had the balls to say you were bored and walked out but you just had to go alien." Gwen strode up to Ben and poking him in the chest hard with every other word.  
Max interrupted before se really got into her stride. "Perhaps we should check out Ben was saying"  
"Alright!" Ben grinned. "I say I go Four-Arms and we bust up the old guys apartment." Ben smiled, about to activate the watch.  
"No, you stay as you are." Max pulled out a cigar, as Ben looked disappointed, Gwen smiled and slapped him around the back of the head "Vera won't want us smashing up her village. I doubt the insurance covers Alien Attack." He lit the cigar and let out a long puff of the blue-grey smoke.  
"You know, ever since you found that thing, you've been a magnet for the weird" Gwen said glumly as Max walked away. Ben suddenly looked like he was trying to resist some kind of pull, failed and slammed into Gwen  
"You're right!" Ben smirked  
"Very funny" Gwen said in an unamused voice, grabbing Ben by the shoulders and pushing him away from her, without warning she brought her knee up swiftly, hitting her target dead on and causing Ben to collapse and shrink into a foetal position, clutching his groin tightly. Grabbing him by the collar of his shirt Gwen dragged him across the kitchen floor, half choking him as she did.

**...**

Max gently knocked on the door, no response from within. After waiting a few seconds he tried the door, it was locked. From a pocket he pulled a piece of twisted wire, which he slid into the lock, with a few skilful twists he heard the satisfying sound of the tumblers clicking into place.  
Max eased the door open gently. "Hello?" He called out as he entered "Anyone home?" Behind him Ben and Gwen followed, Ben was still hunched over slightly and Gwen a smug look on her face. Max signalled for them to keep quiet and silently moved into the house. The only sound they heard was a grandfather clocks heavy ticks and tocks as the seconds went by. The place was dark, the shades were drawn. They didn't turn the lights on as they moved through the house trying to keep their presence to a minimum.  
Suddenly something flapped in Gwen's face she gasped and kicked. They heard something snap and land heavily on the floor. Turning on the light Max, Gwen and Ben saw a hat, a long jacket and half a coat rack lying on the floor.  
"Congratulations, you killed a piece of wood." Ben smiled as Max looked around.  
"Well it doesn't seem like anything's out of place." He said as he scratched his chin.  
"Except for the rolled up carpet I saw him dump, which was right here." Ben pulled the jacket out of the way to show a patch on the floor, which was lighter than the rest.

**..**

Back in Vera's home Max had pulled the sofa out into a large bed "You two sleep well, I'll be in the guest room if you need me."  
"But grandpa." Ben started.  
"There's nothing more we can do tonight." Max cut him off, passing over a few pillows and blankets, knowing they'd fight over anything if they had to share it. "Now I'm going for an early walk in the morning but once I'm back we'll check things out again, now get some rest."

**..**

The Next Morning.

Ben opened the fridge to look for some breakfast. "Prune juice, prune juice... And hey look, more prune juice." slamming the door shut he turned to Gwen, who was pouring a glass of water "Why does it seem like old people were always old?"  
Hearing someone walking behind them Gwen and Ben turned to see Aunt Vera standing behind them, her face not holding her usual cheery smile.  
"Morning Aunt Vera. How'd you sleep?" Gwen asked. One offer to to make breakfast for her would get her in her aunts good books.  
"Just... Fine" Vera replied in a monotone voice walking up to them. "How about you?" She reached forwards and grabbed Ben by his cheeks, squeezing them even harder than usual.  
"Fine, Aunt Vera" Ben groaned, wanting to snap her thumbs as she stretched his face.  
"I made you some coffee" Gwen offered Vera in an overly cheery voice. She held up a tray with a cup of coffee and the glass of water. She held the tray out but it slipped out of her hands and dropped the tray. The coffee and water smashing on the floor and spilling everywhere. Gasping Vera leapt into the air and did a perfect splits, holding herself off the ground by the two counter surfaces "Clean it up, clean it up right now!" Vera demanded.  
"Sorry Aunt Vera" Gwen said as she grabbed a cloth and started to wipe up the mess. Once enough had been wiped up Vera landed back on the ground with a heavy thud, noticing the guest room door was open and the bed had already been made. "Where did your grandfather go?" She asked sternly.  
"He said he was going for an early walk" Gwen answered, looking as Ben and they both knew something was wrong with Vera.  
"Well, behave yourselves, I'll be back soon" turning Vera left Ben and Gwen by themselves as she left the house.  
"You thinkin' what I'm thinkin'?" Ben asked.  
"Yeah, I totally messed up my chances of being in her will now." She sighed.  
"NO!" Ben snapped. "That she's totally one of them." Ben said as the door shut and Gwen tossed the cloth into the sink.  
"One of what?" Gwen asked as she carefully picked up the broken mug and pieces of glass.  
"Whatever's possessing these old fossils, someone or something got to Aunt Vera and who knows how many other of the living dead around here."

**..**

The day wore on with no sign of Aunt Vera or Grandpa Max. Even Gwen was starting to get worried by the middle of the day, not that she would admit it openly to Ben. He desperately wanted to go looking for clues but Gwen made him stay put, mostly with threats of reporting him to grandpa.

But when sunset started to come around Gwen finally agreed to go looking around with Ben. Max and Vera had been gone far too long.

"So where are heading Sherlock?" Gwen asked as they walked down a small alleyway, Ben's idea to stay out of sight, and put her backpack around her shoulders.  
"We need to get back to that trap door by the dumpster." Looking around the corner Ben watched as two old people walked by, they were slowly looking left and right, obviously looking for something, or someone.  
Once they walked by Ben and Gwen ran out of the ally, across the street and into another. Negotiating between them they slowly made their way to the dumpsters until they got to the last street  
"Its right over there" Ben said as they walked past two old ladies playing shuttlecock  
"Ugh, just follow the smell" Gwen nearly gagged. "I thought you smelled bad."  
She glanced back at the two woman who stared at her for a minute, then growled at her and whacked two pucks at them "DUCK!" Gwen shouted and pulled Ben down, the pucks flying past where their heads had been.  
"Better idea, RUN!" Ben shouted as the two woman/creatures hit puck after puck at them as they ran down the street. They skidded around a corner Ben and Gwen took a second to catch their breath.  
"Guys? What's going on?" A voice asked as Max stepped out of the shadows  
"Grandpa, they're everywhere" Ben panted,  
"I know." Max smiled, his teeth turning into fangs "There's nothing to be afraid of." He growled. "Just come with me." Gwen grabbed Ben and dragged him back around the corner. Max's arms stretched out to grab them; they raced back down the street as fast as they could.  
They stopped when they saw Aunt Vera and two other people coming down the street toward them. Fangs in their mouths and their arms stretched to almost two metres wide.  
"Come to Aunt Vera." The creature/woman growled. "It'll all be okay."  
They turned but the Max/creature barred their path.  
"This is not good." Ben said as all four creatures walked towards them.  
"Ya think?" Gwen yelled. "What was your first clue?"  
Suddenly the Max creature lunged for them. Ben and Gwen ducked, lunged and rolled out of the way, watching as he overbalanced and staggered straight into the other three.  
"C'mon!" Ben yelled. He raced for the trash area, Gwen close behind. The three creatures untangled themselves and started after them again.  
"Stop!" The Max/creature yelled.

Gwen pulled open the chain link gate and rushed into the garbage area. Ben skidded to a halt at the gate and turned to face the approaching creatures.  
"Go, the trap door!" Ben shouted to Gwen. He slammed down the button of the watch, not caring which of his aliens he turned into. His arms became longer and thinner, his eyes shrank and were removed completely, his body grew in size, his spin twisted, forcing him onto all fours as thick orange fur sprouted all over. The fierce creature he called Wildmutt!  
Meanwhile Gwen looked among the dumpsters for the trap door. She saw it and slammed herself against the dumpster trying to move it, but was too heavy for her.  
Wildmutt growled at her, stepping aside Gwen let him grab the dumpster and throw it at the creatures. The huge and heavy pile of metal slammed into them like a truck, knocking them back ten feet. Turning back to Gwen he growled, barked and slobbered at her. She looked at the bolt on the doors "Got it." she said. "That's scary," She muttered as she pulled at the bolt. "I'm starting to speak Mutt," She complained out loud. "I guess after knowing Ben so long I'm an expert talking to non-human freaks."

She pulled the doors open. Wild-Mutt scooped her up onto his back and leapt down the hole. Just in time. Behind them thick green ooze had leaked out from under the dumpster, a huge puddle of it which was growing and shaping itself into four separate beings. They shimmered like jello and morphed into the people again, complete with fangs and freakishly long arms. Max was different than before, his eye was damaged, red and a different shape than before.

Gwen gripped two fistfuls of fur as they fell, trying not to scream as the wind and darkness rushed around them. Ben dug his claws into the wall to slow down then leapt and landed roughly on the ground "Does look before you leap mean anything to you?" She asked angrily, Wild-Mutt looked over his shoulder at Gwen. "Right, no eyes."

Hearing something above them Gwen looked up to see the creatures were crawling down the side of the walls like gigantic spiders. "Move it!" She shouted, grabbing the fur again and kicking Wildmutt in the sides. He charged forwards into the dark cavern as the creatures landed behind them. Gwen looked behind her after a few seconds but couldn't see anyone chancing them. Skidding to a halt Gwen climbed down from Wild-Mutt as the tunnel forked "These tunnels must go under the whole complex" she said to herself.  
Opening his gills Wild-Mutt 'saw' the body heat of someone, their arms stretched forwards, reaching to grab them. His jaws clamped around them before they grab Gwen, yanking hard Wildmutt sent the creature that looked like Max flying towards a wall. Before slamming into it he twisted, flipped and landed on his feet like a cat.  
"We can't let you go any further!" He growled and charged at them again.

Growling loudly Wildmutt charged at Max. They collided and Max grabbed him around the neck and picked him up, slamming him into the ground in a reverse body slam. Getting to his feet in astonishing speed Max watched as Wild-Mutt staggered and struggled to get up.  
"We don't want to hurt you!" He then punched him in the face. Wild-Mutt's hackles stood on end as he lunged at Max, trying to bite him but the creature dodged. Wild-Mutt threw his weight into Max tacked him into the stone wall. Biting into Max's arm wildmutt flailed his huge head, slamming him into the ground. Flipping him up again Wildmutt shook him like a dog with a toy then threw him hard across the tunnel.

Wild-Mutt charged at the creature and reared on his hind legs, raising his large calwed arms above his head. "You call this a fight!" The Max creature said angrily, its face looked completely like Max again, right down to the twin looks of anger and disappointment playing across his face, he even sounded like him "If you were a real Tennyson you'd have finished me by now!" Using the hesitation it caused in Ben the creature kicked Wild-Mutt in the stomach sending him flying backwards as Max flipped back onto his feet.

"Hey short, dumb and hairy rule 1. That isn't grandpa its an alien freak" Gwen said as she climbed back onto Wild-Mutt "and that leads to Rule 2. Which is we kick alien ass and rip them to shreds. GO!"  
Charging at full speed Wild-Mutt slammed into the creature sending it into the wall. With a deep rumbling and cracking sound parts of the ceiling collapsed bringing down huge boulders of stone on top of the creature.

'Sniffing' the air again Wild-Mutt caught something  
"Crap! What is it now?" Gwen asked. Suddenly she clung onto his fur for dear life as Wild-Mutt raced down a tunnel as full speed "Slow down you idiot! You don't come with seatbelt" She screamed as they headed for a section of the tunnel that was locked off with huge wooden boards and a weird goo.  
The symbol on Wild-Mutt's arm started to flash, instead of slowing he sped up. "Ben... Ben, BenBenBEN!" Gwen screamed as they crashed through the wall. Not a second later there was a red flash and Ben was back to normal, with Gwen sitting on his back.  
As she stood up Gwen made sure to dig into Ben's back as much as she could "Hey freak show, what do I look like? A crash test dummy?"  
"No you look like a whore to me." Ben grunted as he stood up, he stretched and his back cracked loudly. "I was an alien creature and I bet that wasn't the weirdest thing you've between your legs." Before Gwen could say or do anything Ben cut her off. "Anyway listen, I don't know what it is, but I picked up some kind of scent in here."

They rushed down the tunnel, Ben and Gwen came to and opening which led into a cavern. Down in the centre was a weird looking ship surrounded by scores of huge egg-shaped pods. Climbing down Ben and Gwen could see people through the pods translucent surface. "Holy crap! It looks like everyone in Aunt Vera's Retirement Village has been podded up" Gwen said. She looked and saw one of the people who'd been chasing her and next to him was one of the women who'd tried to take her head off with a shuffleboard puck.  
Ben found the one he was looking for "Grandpa!" Grabbing the pod he pulled and tore at its gelatinous surface until it eventually came apart. With a puff of smoke and the sound like air being released from a balloon. Max's body collapsed to the floor. He groaned, clutching his head as Gwen and Ben helping him to his feet.  
"Ben? Gwen? I was out on my walk and then... I can't remember what happened next."

Ben reached over for another pod but before he could touch it a voice chanted, "Stop! You cannot!" Stepping out of the shadows were the creatures in the shape of Vera and other members of the retirement community.  
"No one tells me what I can't do!" Ben clenched his fists but stepped backwards  
"We won't let you put us in danger!" Said the one who looked like Vera's neighbour. His shape suddenly twisted, swelled and melted away. The human form was gone and what stood in its place looked like giant green blob. The other two returned to their original shape as well. Even though all three were green and what little insides they had could be seen their shapes were different from each other  
"You can fill me in later!" Max gasped as he reached for a cigar but found none in his pocket.

Gwen stepped backwards as the giant blobs got closer, her hand brushed something when suddenly she almost fell backwards. Looking around she saw she was inside the ship, in a room full of more pods "Look what's back here!"  
"Their ship." Max looked over his shoulder, the three blobs stopped in their tracks.

"They found it, quickly we must make sure none of the pods are damaged or disturbed!" The lead one said.  
"Why? So you can enjoy eating them later?" Ben demanded.  
The blobs stopped again. It was hard to judge their expressions, not having much that could be recognised as a face, but at a guess Ben would say they looked confused. "Eat them? We do not eat humans." A second one said.  
"Eat them, fuck them, anal probe them. Whatever the hell you do with them, you're still kidnapping people and putting them in these pods." Gwen stated. She looked around and saw the pod that was holding Aunt Vera in it.

"You do not understand." The lead blob said. "We came to this world to observe humans. We found that when one reaches a certain age their biological functions cease. The state you refer to as death. This brings great sadness to their family. Many of their loved ones wish for them to continue functioning. We decided to help with this wish. In these pods their ageing process is halted, they are preserved and we are able to share their thoughts and memories. By taking on their forms we become a combined entity, a unity of knowledge, through us they can live much longer lives." The lead alien explained.  
"So let me get this straight, you kidnapped these old people, replaced them and took their shape just so they can live longer and people don't get sad when they die?" Ben asked.  
"We do not 'Kidnap'." the lead alien replied. "They voluntarily chose to be placed into this stasis when we explained the benefits to them. You yourself have observed the great strength and stamina we have brought to their frail forms. The abilities our morphological bodies have given them."  
"Yeah!" Ben snapped back. "When you tried to kill us!"  
"Kill?" The blobs looked confused again. "We did not wish to kill. We wished only to apprehend you, so we could explain that we are no threat and how your loved ones are safe. This is why we borrowed your grandfather, a form which would be familiar and safe to you. A being you would trust and listen to."  
Ben and Gwen remembered one of the first things the Max/Creature had said to them 'There's nothing to be afraid of.' It was hard to trust something that had fangs, elongated arms and a growling voice.  
"I don't remember volunteering for that!" Max yelled at them.  
"Unfortunatly it was necaserry to contain you, when we wished to talk to you, you attacked us." The alien explained. "We wished merely to borrow your form and knowledge to explain there was no threat to these young ones. We would have released you when the task was complete."  
"Then you came into our tunnels." Another one started to speak. "If they came to the ship without knowing its purpose they could have endangered all our lives. We became more desperate to halt your progress."  
"You attacked us!" Gwen yelled back. "The one that looked like Grandpa tried to kick Ben's ass!"  
"It was he who attacked the unknown creature." One of the blobs replied. "Force was thought necessary to subdue the wild beast. Once it was no longer a danger we could attempt to explain our actions."  
Ben and Gwen were left speechless, for a few seconds. Everything they had said had some ring to the truth about it. Maybe they hadn't gone about it in the right way but everything they'd done could have been for the right reasons.  
"In the movies we get invaders trying to kill everybody." Ben sighed. "How come in real life we get this star trek crap?"  
"So that's all?" Gwen asked. "You just wanted to help these old people live a few years longer in healthier bodies? What happens when they die?"  
"You still do not quite understand." The lead alien said in a gentle, understanding, tone. Or as gentle and understanding as they could manage through their globular faces. "Their biological functions have halted. They age no more. Through the symbiotic link they share with us they will live on indefinitely. You will never have to witness those you love grow old and perish ever again. You will never have to suffer the pain of their loss. They will continue forever."

"Fuck that!" Ben yelled. "People live grow old and die. And I get my big fat inheritance!" Ben shouted. The watch turning green.  
The aliens looked shocked, almost horrified. "You value material possessions and wealth over aunt's life?" The third alien asked. "A loved one? A member of your family? You wish to lose her to satisfy your selfish desire to possess things?"  
"Duh!" Ben pushed the button and twisted the screen; slamming it down he felt his body change. Once the green light disappeared in Ben's place stood Heatwave "Cooking time!"

Shooting a large column of fire the aliens weren't even fazed by it. They shifted and twisted, merging together the four aliens became one very large gelatinous blob.  
"We had heard of the selfishness of your people but we had never thought it could be so extreme." The single voice growled. "Yet the memories we hold tell us it is not true of all your people. Whatever you are, you just made a terrible mistake" The combined alien opened his huge fanged mouth and stretched many tentacles. "We Llymax's live for the heat, there is a reason we chose a place in the dessert, in summer." Wrapping a slimy tentacle around Heatwave it threw him into the air, grabbing him again the slammed him into the ceiling, floor and walls "You are a danger to our experiment, we must stop you."

They noticed Gwen and Max were removing the pods from the ship. With a ripple across its huge body two blobs separated themselves from the whole and followed them into the ship. Gwen struggled and groaned to move the pod holding Aunt Vera. She noticed the alien behind her just in time an ducked as it swung for her, ripping the backpack open, spilling its contents onto the floor.

Hearing what was happening behind him Max raced over to help Gwen but the aliens stopped in their tracks, in front of them was Gwen's water pistol, as they realised what was in it the aliens screeched and stepped backwards. Gwen picked up the water pistol they ran away, an idea in her head Gwen followed them trying to shoot them but they ducked and dodged, slithering out of the way of the water.  
"They hate water! Ben, remember Aunt Vera in the kitchen!" She shouted at Heatwave who was trying to wrestle with the larger alien.  
"Or Belvedere on the golf cart." Ben said to himself, looking above him he saw a large thick water pipe across the ceiling "Someone's got to love me enough for this to work." Heatwave thought to himself. He shot a fireball upwards, hitting the pipe bang on target just as the slimy tentacle started to tighten around his body.

As the water sprayed out of the pipe the Llymax screeched in pain. They dropped Heatwave as they writhed, twisted and jerked trying to escape the spray that surrounded them. They were melting into a giant puddle as more water rained down on them.

On the ship Max grabbed the last two pods just as he heard the engine start to power up. "Sorry, but no aliens are gonna mess with my planet." He ran off the ship, a pile of goo slithering past him, onto the vessel as the doors closed.

The ship floated for a second before its rockets fired and it shot up through the roof of the cavern and out of sight.  
Looking through the hole in the wall Max could see the night sky and a few stars. "Immortality sounds nice." He said in a dreamy tone. "But no way would I let them do it. People living forever? Maybe even outliving their kids? If news of this spread would there be enough aliens for everyone? Or would the aliens decide who got to live and who got to age and die? Taking only the people they thought were good and leaving those they thought were bad? They don't have a right to judge people like that. And letting Vera outlive me? No way!" He sighed and then seemed to remember he wasn't alone in the cave. He felt around his pockets for a cigar, he could really use a smoke. But it seemed the aliens had taken them from him.  
Finally he acknowledged the dozens of pods of old people lying around them. "I guess we should put them all back in their beds. There's gonna be a lot of disappointed people tomorrow when they start to feel their age again. They might as well be comfortable in their homes."  
"Do we have to? That could take hours." Gwen moaned as she slumped down to the floor, she was exhausted from just pulling them off the ship. She was hot, sweaty and a lot more dirty than she ever wanted to be outside of the bedroom.  
"We could just leave them here, let them find their own way back." Ben suggested. The look on grandpa's face told him what he thought of that plan. With a sigh Ben nodded. "Give me a few minutes, perhaps XLR8 can help"  
Ben smiled as he flicked a small flame at Gwen's foot.

**..**

The Next Day.

"Well..." Aunt Vera sighed. "I don't know how you did it. But I guess it was for the best. I did like the extra stamina but not being able to have a nice hot bath, or even a cup of coffee. And that urge to eat bugs all the time..." She shuddered. "Having an alien in your head like that seemed fine at the time but now I look back, it was just too odd, too...inhuman." It seemed that any memories Vera might have shared with the aliens fight with Ben had been lost when she had been removed from the pod. Everyone in the village seemed to remember almost nothing about yesterday.  
"Now don't be strangers" Aunt Vera said in her usual cheery voice as she hugged Max. "Call, write or visit any time you want."  
"We will Vera" Max said as he grabbed the last of the bags and put them on the Rust Bucket.  
"Bye Aunt Vera." Gwen said as she stepped forwards. She gave her aunt a hug, it couldn't hurt to keep showing kindness. Who knew, Very might still consider writing Gwen into her will.  
"Bye dear, oh and this is for you" Vera knelt down, Gwen held her hands out eagerly and Vera passed her a container with a jello mould in it "Benjamin told me how much you loved my jello moulds, this one is lime with chunks of pruffer-fish and chick peas."  
"Er, thanks Aunt Vera" Gwen faked a smile and glared at Ben as she walked past him.

"I'm sorry if there wasn't enough excitement Benjamin" Vera said once they were alone "I hope you weren't board to tears"  
"Well, it wasn't too bad" Ben admitted reluctantly.  
"Well I'm glad, have fun on the road" Vera smiled as she hugged Ben "Now, try not to do any more petty robberies, you have a family name to live up to and the means to do it easily." She glanced down at his watch as she said it.  
As Ben stepped on to the Rust Bucket he turned and stared at Aunt Vera "You're... Kidding right?" Who only gave a soft chuckle as they drove away.


	5. Chapter 5

Anti Ben 10 Ch 5: Hunted

High above the earth was a ship, beyond human technology and invisible to any form of detection by the primitive systems of the planet below. The ship belonged to Commander Vilgax, decorated and highly respected officer to the Galactic Alliance, his ship now repaired from its previous attack but he himself was still seriously hurt. He had to run the ship from deep within, in a cellular regeneration tank in the ships medical bay.

His mission was still the retrieval and security of the Omnitrix, possibly the most powerful and dangerous weapon in the universe. His previous attempt met with failure, he'd sent one of the most powerful robots on the ship to retrieve it but unfortunately a human had found it, figured out how use it and had managed to destroy the robot. Over the next few days Vilgax and his crew had tracked the progress of the watch, seeing it used time after time for destruction and theft. But now Vilgax was ready to retrieve the Omnitrix, now he had what he needed to locate, retrieve and secure it before it could be used for evil any more. As the large ship floated in orbit three pods shot from it and down to the planet, just waiting for the Omnitrix to be activated.

..**..

Down on earth the Tennyson's had parked in the dessert, taking a break from the long drive across country. This empty, out of the way, wasteland had been chosen deliberately. Max had been outside for a good hour setting up a complex obstacle course complete with rope pulleys, swings, moving targets and climbing walls that would help train Ben. Gwen had been sunbathing on top of the Rust Bucket in a bathing suit Max wasn't really comfortable seeing his teen niece in.

Tying the last piece of rope Max cleaned the sweat from his head and face, he smiled at his handy work and remembered his younger days, this thing wasn't one-tenth the level of toughness he used to deal with, but for Ben it would suffice "Gwen, go wake Ben and grab me some water would you?" Max shouted as he sat down and pulled out one of his seemingly endless supply of Cuban cigars, after all that work it was going to feel as good the first one he ever had.

Sighing to herself Gwen got off her towel and leapt from the R.V, landing spryly as if the distance was just a simple step. Entering the R.V she pulled the curtain back, which separated the beds from the rest of the vehicle, there snoring softly, was Ben still in his clothes and draped over the small bed. "Got to admit, he deserves a rest." Gwen thought to herself as she watched Ben sleep, the last robbery he did had exhausted him, as Four-Arms he walked into a bank with a sack, ripped the vault door off its hinges and proceeded to empty all the safety deposit boxes into the sack. By time he left the vault police, firemen and even the National Guard had surrounded the bank! He had one hell of a fight to leave. The firemen stopped him by blasting him with several hose pipes on full power, pinning him down while the police and swat threw tear-gas at him and the national guard fired what seemed like every bullet on the eastern seaboard. It was after this Max realised Ben relied too much on physical strength and not all the abilities of the aliens, hence the training.

"After all that it's be just cruel to wake him." Smiling evilly to herself Gwen raised her leg straight up, being a cheerleader and a practitioner of karate she was very limber, and brought it straight down into Ben's stomach. He gasped, trying to cry out but the air was driven out of his lungs. His eyes bulged in their sockets and his face turned an interesting shade of pink. Then his throat opened again and he took a deep, and blessedly refreshing, breath.

"Wake up dweeb, grandpa's finished." Gwen laughed, watching as Ben grabbed his stomach and rolled out of bed, slamming into the floor. "Just how I like my men." She said to herself as she placed a foot on Ben's head and kept him pinned down.

"You bitch" Ben gasped for air, he felt the foot add more pressure to his head "An alarm clock wouldn't work?"

"Maybe. But it wouldn't have been as much fun." Gwen rubbed the heel of her foot into Ben's cheek to make sure he knew she was in charge "Now say it or I start taking pictures."

Deciding on his options Ben clenched his fists as he spoke through clenched teeth "I Wuv You"

"You're my Bitch till the day you die" Gwen laughed, taking her foot of Ben's face and leaving, remembering the water Max had asked for.

As Ben stepped out of the R.V he saw the course Max had set up, he had to admit he was impressed. "You sure I need this?" He asked.

"You can't always rely on brute strength." Max replied, "Any idiot can go into a bank and shoot someone. Or in your case, punch someone. But they usually make mistakes and get caught. To be really great, you've got to think, plan two moves ahead and make a strategy for every contingency."

"Not exactly Ben's strong suit" Gwen said to herself as she rubbed more sun block into her thighs.

"Let's just get this started" Ben ignored her, activating the watch and slamming the screen down, after the green glow had faded Diamondhead stood in his place.

"Okay Ben, remember to think out there." Max stepped into the small control centre he'd made for himself while Ben stood in the middle of the course "Might isn't always right."

"I know" Ben said in the deep voice that came with the alien form "But it sure as hell is fun!" His hands turned into sharp points, showing he was ready.

Pulling a lever as hard as he could some empty soda cans were launched into the air, spinning around Ben barely gave himself time to aim as he shot out small shards from his jagged arm and hit all six cans. Max pulled another lever and a rope above his head dropping two targets behind Ben. He leapt and spun around again and fired groups of crystal shards from both arms and hit the targets. The target boards were peppered with the shards but only one shard on each target hit the red bull's-eye.

Taking a few steps back Ben noticed more flying cans out of the corner of his eye, shooting from behind his back he hit them dead on, shooting to his left he shot hole after hole into a cactus that had a face drawn on and a sign hung around it which had *Alien* written on it until it collapsed in on itself.

On top of a rock four long planks of wood shot up as Ben dived and rolled, rising to one knee he shot at the planks, barely hitting three and only one shard hit the painted target at the top at all.

As Ben stood up Gwen shook her head as she placed the sun block on a small table "His aim is getting worse," she thought to herself as she rubbed the sun block onto her arms "doesn't even give himself time to aim properly"

"Focus Ben!" Max shouted, annoyed with how bad Ben was doing "Think then shoot!"

"No problems grandpa." Ben shouted back, waving a hand and dismissing the last comment, he didn't see Max pull another rope which released some empty paint cans straight at him, ducking just in time Ben stood back up and shot a few shards over his shoulder, he didn't notice the large tyre on a large swing arc coming towards him until the last second before it hit him hard, sending him flying backwards and shooting random shards everywhere.

Max dived behind the controls, the shards digging into the wood. A huge shard knocked the lotion bottle out of Gwen's hand, pining into the side of the rust bucket. The thick white lotion dripped out of the holes in the sides. An inch higher and that would have been her hand, six inches to the left and it would have been her shoulder. Twelve inches and it would have been her heart.

"Hey doofus, you missed! You can't even fuck up right!" Gwen shouted at Ben as the sun block ran out the side of the bottle

Ben chuckled to himself weakly as Max gave him an angry look "My bad?"

..**..

Several hours later, after Ben had turned human again, and after Max made him take down the training course by himself, the Rust Bucket drove down the road. Gwen had put on some of her more normal clothes and had Ben's head smashed against the table with his arm twisted behind his back. "I said I was sorry, what more do you want?"

"What we want is for you to take that thing on your wrist more seriously" Max puffed angrily on his cigar, the fact that he'd let Gwen keep Ben pinned for so long showed how angry his was "Its not a toy, you've got to think when you use it."

"I know but come on, you've seen me in action" Ben felt Gwen ease up a little, but still held a firm enough grip to stop him escaping "I've stolen tons of stuff and kicked so much alien butt my feet hurt, I'm the Baddest Ben in town"

Gwen redoubled her effort, slamming Ben's head back down on the table with a loud thud "One of these days you're going to go alien, get your ass handed to you and I'm going to be there to enjoy every second of it! Until then you're my bitch and you say what?"

"I wuv you." Ben growled angrily, feeling Gwen finally let him go.

Suddenly the R.V started jerking and backfiring, Ben to stumbled over, landing hard on the floor and being thrown around as Max fought with the wheel to keep the vehicle under control. Gwen, somehow, managed to stay on her feet.

"That doesn't sound good" Max said to himself as he pulled to the side of the road

Back where the training course had been, three large pods landed on the ground. As the doors opened each one revealed a different person/alien/creature.

One wore a deep purple suit with black boots, gauntlets, shoulders and helmet. The second was slightly bigger and weirder, it had one large crab like claw and four pointed legs, its armour looked copper colour but was obviously made of stronger stuff.

The third wore a grey and black suit, which covered him completely, as they stepped out of their pods the one in the black/grey suit took out a small circular device that beeped quickly and steadily "The Omnitrix was last activated in this location" He spoke in a deep voice.

As the other two left the pods the one in the purple armour spoke some weird alien words with a few croaks mixed in, before activating a jet pack and taking to the air to follow tracks in the sand.

"You can say that again" The second one said to himself. "Tech of that level could throw this planet into chaos."

As all three looked around the area they saw evidence of the training course, the purple one found a can with a crystal shard in it, picking it up he shouted a few alien words then threw it to the alien in the black/grey suit. "Obviously they were training, which ever human has the Omnitrix must be training hard to master its abilities." He said.

"Well that just means we got to find the primitive even quicker" Said the copper one. "From those tracks it must be using a land based transport, they can't have gone too far."

Leaping into the air his lower half started spinning so fast it became a blue. When he landed he started drilling into the ground. The one in the purple suit spoke a few unintelligible words before blasting off into the sky. The one in the black/grey suit pulled out a black rectangle, which stretched out into a green board that floated on the air. Using it he flew off into the distance, dropping the can but taking the shard with him.

Max was able to get the Rust Bucket off the road and onto the edge of an old abandoned mining town before it finally gave out.

"Where are we? Looks like no one's home" Ben said as he stepped off the R.V

"Not for a long time, this place is Sladerville, incorporated in 1857 after the discovery of silver, it went bust in the late 50's when the silver finally ran out. People had no choice but to pack up and move on." Gwen told him as she put her phone in her pocket

"Do you always have an answer?" Ben asked, hearing Max check the engine

"Yes, 'cause I was born with a brain" Gwen smirked

"I think I found the problem" Max said as he pulled his head out of the engine and bringing the fuel line with him, it had a small crystal shard sticking through it

"Er, lucky shot?" Ben risked, earning a slap around the back of the head from Gwen and an even more annoyed look from Max, who didn't like anyone messing with his Rust Bucket

"I should be able to patch it up" Max sighed, taking a deep breath to calm himself and pulled the shard out

"Sorry grandpa, let me help." bringing up the watch he twisted the screen "Maybe Four-Arms, no wait, Upgrade."

"I think you've done enough Ben" Max snapped, as Gwen hit Ben around the back of the head again "I'll handle this."

"Ok" Ben sighed as he lowered the watch, Gwen keeping her arm raised in case he did or said something stupid, which he nearly always did. "Guess I'll just check this place out."

As Ben walked away Max looked at Gwen and she knew what he was thinking, keep an eye on Ben and make sure doesn't do something too stupid. Nodding Gwen took off after Ben, just catching his back as he turned into an old building. Following him in she rounded the corner but Ben wasn't in sight "Ben, get your ass out here now!" She yelled into the abandoned room, her voice echoing through it. As she expected she got no reply. Stepping into the building she could hear the old wood creak around her, the shadows allowing for plenty of hiding spots for Ben "I swear to god Ben if you try and scare me I'll punch you in the throat." Looking around old wooden crates she still couldn't find Ben.

Suddenly she felt a cold bolt run through her body, it felt like someone had covered her heart in ice and she was finding it harder and harder to breath.

"What's the matter Gwen?" A whispering voice asked, suddenly the cold was gone and she could breath again. As she panted for air she could see vapour as she breathed out, in front of her Ben became visable and he was in one of his alien forms "you look like you seen a Ghost... Freak" Ben laughed as Gwen panted for breath, her fist shot out and hit him in his large purple eye making him scream out in pain as he floated backwards

"Get over yourself duufus." Gwen cracked her knuckles as she regained her composer "I've had wet dreams scarier than you."

Suddenly the ground started shaking, the building trembled around them. The floor rose, wood splintered and dirt piled high as if something was pushing it up from underneath. Grabbing Gwen Ben floated them up and away from the moving ground, a cloud of dirt and dust burst open where they'd been just a second ago. Ben and Gwen looked down and saw a bronze coloured thing with a large claw and four spider legs standing over a hole it'd made, as it stepped forwards its head raised to reveal something resembling a face, looking up it saw Ben and Gwen "Let me guess, he's the wet dream you had last night" Ben said to Gwen, who had to resist the urge to punch him in the stomach

"Put the human down and surrender the Omnitrix peacefully." The metal creature said

"Dream on Claw boy, I've never surrendered anything in my life" Ben shouted in his raspy whispering voice, then he whispered to Gwen, "what's he talking about?"

"Why else would an alien track you down? It wants the watch dumbass!" Gwen snapped, she didn't particularly like being held up in the air by anything, let alone her cousin

"You don't have to get snotty about it Miss Know-it-all" below them Ben heard the creature snap his giant claw several times "Looks like you get to play your favourite roll of meat shield again." Ben laughed "he's not attacking."

"I repeat, put down the human and hand over the Omnitrix, Now!" it said again.

"Sorry crabby, but the watch and I are kind of attached" He followed Ben as Ghostfreak floated slowly around, never taking his eyes off him.

"Don't worry, we've got ways to get it off, and it's not crabby, it's Kraab"

"Well Kraab, you got no idea who you're messing with"

Suddenly Ben dived straight down, as Gwen screamed he turned invisible, pulling up and straightening out at the last second he let her go. She fell to the ground, landing roughly on her backside Gwen looked at Kraab who ignored her completely.

Looking around Kraab couldn't find a trace of Ben, who slowly rose out of the floor behind him and, still invisible, floated towards him.

Suddenly Kraab's face spun around and faced him "as arrogant as you are dimwitted" Through his eyes Kraab could see Ben's outline and, surprisingly enough, a heat coming from the middle of Ben's chest, more than Kraab needed to see where Ben was. Spinning his body around Kraab opened his claw, a thick sludge like liquid shot out of the barrel hidden in the base. The noxious substance splattered onto Ben's body, forcing him back into visibility. He felt like his body was becoming harder, it was becoming tougher to move.

"What's... Happening?" Ben asked as he tried to wipe the gunk off himself.

"Your protoplasm is now solidified. Making it easier to do This!" He pulled his fist back and slammed it into Ben's 'face' sending him flying backwards into a crate.

Slamming onto the floor Ben shook his head to try and clear it as he pushed himself up. Hearing Kraab approaching he looked up in time to see one of his legs raised, rolling to the right Ben managed to dodge to leg. It stabbed deep into the ground.

Leaping after him Kraab slammed his large claw into Ben and sent him flying across the room, hitting the far wall

"Who is this guy?" Ben asked himself as he felt someone pull him up, looking up he saw Gwen.

"Remember when I said I was going to enjoy every second you get your ass handed to you?" Gwen asked, Ben nodding "well I am, but now's not the time to gloat." Hearing Kraab stamp across the room Ben and Gwen looked at him "First we've got to deal with this guy, we need a plan"

"Forget that!" Ben growled as he flew straight at Kraab, dodging as he swung the giant claw "you'd better keep your claws to yourself."

Opening his claw the barrel extended, this time an energy blast shot forwards and hit Ben, sending him flying backward again into a wall.

Behind Kraab Gwen looked around for something to use against him. She noticed the ground was raised and a control box and lever next to it.

"Hardly worth the hunt, I don't understand why we've had so much trouble stopping you.'  
Kraab said as he opened his claw and the barrel extended again

"Ben!" Gwen shouted "The lever!"

Looking to his right Ben saw what she was talking about, hoping it still had power Ben's hand shot out and pulled the lever down as hard and fast as he could. Kraab suddenly shot up; the noise of the lift rang out through the room as Kraab rose higher and higher until he slammed into the main beam of the ceiling.

Hearing the recognisable beep and flashing of red light Ben turned back to normal and collapsed onto his knees, a pain coming from his face. "Ben, you alive?" Gwen asked as she ran upto him.

"Oh man, I'm glad I don't have bones as Ghostfreak" Looking up, he saw a surprised look on Gwen's face then she burst out laughing "What? What's so funny?" He asked, a pain coming from his cheek as he spoke.

"Your body might not have bones" Gwen pulled out her phone and took a picture of Bens face "But it looks like your head does." Passing Ben the phone he saw his own face, half swollen from when he'd been punched and blasted, a black eye was forming already.

"Aw man" Ben groaned as he touched his swollen cheek, he really did look pathetic

"I'll save the jokes till later." Snatching her phone back she dragged Ben to his feet, "Right now we gotta get out of her before crab cakes wakes up."

Half running and half being dragged Ben ran with Gwen, unknown to them they were being watched, in the corner the creature in the black and grey suit hovered on his board as they ran away.

..**..

Max wiped his hands of motor oil and grease as Ben and Gwen ran up to him, instantly noticing Ben's swollen face and black eye "What happened? Did you go over the top Gwen?" Max demanded.

"Sorry to say it wasn't me who did that to the dweeb, it was some jumbo sized metallic crustacean that jumped out of the ground. It attacked Ben and handed his man parts to him on a silver platter" Gwen smirked as she told Max, Ben just sulked.

"I won didn't I?" Ben grumbled as he got slap around the back of the head

"With my help! It said it wanted the watch." she turned to Max "Only, it kept calling it the Omnitrix"

"Just let me go Four-Arms and I'll turn him into a sea food special" Ben smiled as he raised his wrist, he was about to activate it, or at least try to as it was still red, but Max stopped him

"No time, repairs are done and we're out of here" pulling a cigar out Max entered the Rust Bucket

"But... Grandpa" Ben tried to argue, only to have his shirt grabbed and pulled into the R.V after Max.

As the R.V pulled back onto the road Ben and Gwen sat down at the table, Gwen looked out the window and watched the town slowly shrink from view "No sign of crab-guy yet." she sighed in relief and sat back in her seat, still keeping an eye out of the window

"He'd better not show up if he knows what's good for him" putting his feet on the table Ben raised the Omnitrix, which was still red.

Something land heavily on the roof, the Rust Bucket shook slightly. A high-pitched screeching, grinding noise stabbed their ears. Spars fell down as a circular saw started slicing into the rust buckets aluminium roof.

"I think we just caught a hitch-hiker!"

A pair of hands ripped back the thin metal sheets to reveal a tall being in a deep purple and back suit, it said something in a garbled electronic speech neither Ben or Gwen understood, then reached in and tried to grab Ben "Friend of yours?" Gwen asked as it tried to grab her cousin again. He ducked out of the way of the long metal arm.

"I don't have friends, remember!" Ben shouted as he lay flat on his seat, dodging the hand again.

Seeing what was happening in the rear-view mirror Max slammed on the brakes, Gwen pressed into her seat but Ben fell free, rolling onto the floor and into the metal pole that held up the table. On the roof, the intruder flew off the top of the R.V, flipping and flailing in the air before slamming into the ground.

Groaning slightly it picked itself up and heard the screech of tyres as Max slammed his foot down on the gas peddle, a satisfied smiled on his face as he felt the R.V run over him. He didn't get far before he had to stop the Rust Bucket, something felt wrong.

Cautiously exiting the R.V Max saw long spikes sticking out of his rear wheels, which had gone flat. A few feet away the attacker was getting to his feet, looking dizzy but unharmed

"In there!" Max shouted to Gwen and Ben, pointing to an old mineshaft.

The three of them ran for the mine the road started to shake. Leaping out of the ground Kraab landed next to the other alien.

"Where you been Sixsix?" He shouted at him, getting garbled noises and sounds "You leave my mother out of this." grabbing Sixsix's arm with his claw he threw him aside and chased after the small group.

Running into the mine Max, Ben and Gwen rounded a corner and pressed themselves against the wall. Waiting a few seconds Ben eased his head out and looked around. "The coast is clear." Ben sighed, leaning against the wall. Hearing a rumble Kraab burst out of the ground a few feet away.

"Don't you get tired of being wrong all the time?" Gwen yelled furiously slapping Ben across the head

"The Omnitrix, Now!" Kraab demanded walking as fast as he could towards them.  
"This guy's like a broken record." Ben muttered.

Grabbing a large piece of metal from the ground Max threw it as hard as he could, Kraab grabbed it with his claw and effortlessly smashed it. Running as quickly as they could the Tennyson's turned as many corners as they could find, trying their best to lose the pursuer "Come on you piece of crap!" Ben thought to himself as he tried to activate the Omnitrix, the screen staying red. As the three of them turned another corner Kraab flew past them at shocking speed, slamming into a wall and causing it to collapse. Tonnes of rubble fell to the ground, filling the tunnel and blocking their path.

Coming to a halt Max, Ben and Gwen stood in front of the mound of stone and earth. There was still a slight opening at the top but the other side was unreachable unless they could fly.

"Back!" Max yelled. They hurried back the way they came, toward the entrance of the mine.

Pulling himself free from the wall Kraab gave chase as the Tennyson's made it outside, who were blinded for a second after the dark interior of the cave they were left staggering for a second too long. The large Kraab reached them before their eyes adjusted.

"What a pathetic escape attempt" Kraab said. He saw Sixsix fly across the sky and dived towards the Tennyson's and shooting warning shots in a ring around them. They grouped together, standing close to each other for protection.

"We need a plan" Max panted, he REALLY needed to start training again. Beside him Ben continued to madly press the button of the Omnitrix, until eventually it turned green and the screen popped up.

"Who needs a plan, when you've got the watch?" Ben laughed successfully, slamming the screen down and said "I'll take care of this!" After the green glow in Ben's place stood Diamondhead.

"Ben No, that's just what they want!" Max shouted as Ben turned his right hand into a sharp point. Not listening Ben leapt up and grabbed Sixsix as he passed over them, causing Sixsix to fly out of control and sending them both crashing into ground hard. Sixsix's rockets still firing and they pushed the two of them along the ground, sending up clouds of dust swirling around them as they rolled and fought each other for dominance, first Sixsix was pinned down and then he managed to roll Ben onto his back and dragged him along the dessert terrain. They vanished in the haze of dust and dirt and only the roar of the rockets and the noise of their fighting even gave a clue where they were.

"Ben!" Max shouted after them. He coughed as the dust cloud drifted over them. He could hear the noise of fighting but no longer the sound of the burning rockets.

After what seemed like an eternity the dust was staring to clear and they caught sight of figures in the fog. Sixsix leapt high, twisted and turned in the air and slammed square in Ben's crystal chest. It succeeding in slamming them both into a wall but Ben taking the brunt of the force. Sixsix leapt back, flipping and landing on his feet. Ben, stunned, fell to his knees. Even the solid body of Diamondhead had felt that.

"Ben, come on!" Max demanded.

"Hold your horses." Ben panted as he stood up, the few cracks on his body fixing themselves. "I'm just getting warmed up. I'm gonna put some dents into this flying dildo"

Ben charged and swung his spiked arm, which Sixsix easily dodged but was unable to dodge a punch to his stomach, or at least where the stomach would be on a human, driving him down to his knee, as Ben reared back his spiked fist something gabbed and stopped him. Kraab had gripped his arm with his giant claw. With a wide twist of his robotic body Ben was yanked off his feet like a rag doll and slammed the wall again. This time hard enough for chunks of stone to come falling own on top of him.

Ben shook off the fuzzy dizziness in his head and pushing himself up to his feet. "Two-on-one? Heh, just means more fun for me!" Ben yelled as he charged at the two aliens, swinging his spiked arm. Sparks flew as both blocked his attack. Punching Sixsix in the gut again drove him back giving Ben the chance to block Kraab's claw and punch him in the face, but he didn't notice Sixsix behind him and got hit in the back knocking Ben off balance and into Kraab's swinging claw sending him back to Sixsix who hit him in the back again. Kraab's claw grab Ben around his head, picking him up Kraab slammed Ben into the ground, head first. Ben collapsed onto the floor limply and didn't move when Kraab released him.

"Ben!" Gwen yelled fearfully. She'd stopped enjoying seeing him get beaten up somewhere around the time Kraab had joined in to hammer him into the ground. There was a chance she could lose her cousin here. More importantly they could lose the watch. That thing was making them a fortune and she'd rather see it in Ben's clumsy hands than taken from them altogether.

Sixsix took a step forward but was stopped by Kraab "hold on, I'm bringing this one in"  
Sixsix replied with his usual noises, beeps and even a grunt.  
"You're bringing that up now?"

A shadow appeared overhead, Gwen and Max ran back to take cover as a third alien landed among the group. He was a black and grey suit which covered his whole body. "Success?" He asked in his deep voice.

"Ready to be taken in chief." Kraab said.

Ben shook his head, trying to clear the stars from his vision. "Chief?" He muttered. "You gotta be kidding, I got kicked by minions?"

"It just further proves your unworthiness to possess the Omnitrix." The chief said bitterly.

"Well like I told your buddies, this thing doesn't come off." Ben growled as he tried to stand up. He'd barely got to his knees before he heard a hum of powerful weapons being pointed at his head. As indestructible as Diamondhead was he didn't want to take two blasts from lasers at point blank range. "I've tried." He finished bitterly, staying on his knees while the guns were touching his temples.

"Of course it doesn't!" The alien stepped up to Ben, although Ben couldn't see his face he got the distinct impression he was being glared at. "Its power utilises Alien DNA, which binds to the hosts own genetic structure." Turning the alien took a few steps; behind him Ben's arm became a spike again. "It cannot be removed simply. But we have the means."

Ben leapt up at the leader. The alien spun so fast he was a dark blur. Ben was grabbed by the throat, flipped up and slammed down into the ground before he could figure out what happened.

"Truly disappointing." The chief said. "Your choice of warriors is based entirely on brute strength, without regard to any sort of strategy."

He watched as Ben struggled to pull himself out of the tight grip around his neck. "The Omnitrix is not some toy for your amusement, it is the most powerful weapon in the galaxy, it is the key to an epic battle between good and evil."

"Well find yourself a new key, this one's mine now" Ben yelled furiously "I found it, I know how to use it. I'm the baddest of the bad and I'm taking you all down" Slamming his feet into the leaders chest he was able to push him off. Rolling backwards Ben grabbed Sixsix's arm and re-aimed him at Kraab before he fired, sending the blast into his chest. Slamming his knee into Sixsix's gut he forced the alien to bend over and it gave Ben a perfect angle to punch Sixsix in the side of the head. Sixsix collapsed to the floor, stunned.

Something hard slammed into his back, Ben shouted in pain and collapsed onto his knees, his arms grabbed and pulled back and something put pressure on his back, stopping Ben from moving at all.

"A useless effort." The chief said as Ben looked over his shoulder the best he could, who ever this guy is he was strong and knew exactly where to hit him.

"Says you… asshole" Ben growled "aliens, robots, kids with BB guns. I always win… eventually."

Adding more pressure the chief pulled Ben's arms back harder "It's disturbing how little you know of this aliens strengths and weaknesses, you've barely scratched the surface of its potential, if you were a true threat you would have freed yourself by now"

"Yeah? What makes you such an expert." Ben panted as he fought against the strain in his arms to get onto one knee. He watched as the helmet of the aliens suit opened and collapsed into itself, revealing another crystal alien like Ben's, exactly like Ben's. They were the same being! "You're... Me."

"Wrong! I am Tertax, a noble warrior and soldier serving in the United Galactic Forces while you are an annoyance. Surrender. Now." Tetrax demanded.

"I. Don't. Surrender" Ben focused as much as he could on his foot, quicky growing a large crystal. Throwing himself and Tetrax backwards and giving him a chance to break free. Standing up shakily and panting hard Ben formed both his arms into spikes and faced Tetrax. "You surrender. Now!"

Hearing a loud beep and a bright flash of red light and Ben was back to normal, Tetrax, even at a distance, towered over Ben who had his fists clenched at him "ah shit" Ben said to himself right before something that felt like a taser hit him in the back. Screaming out in pain Ben collapsed to the floor, behind him Kraab had his claw raised and the barrel extended. He struggled to his feet as he had a big hole in his chest and several of the wires and circuitry were damaged.

"Don't worry chief" he panted "Stun setting only."

..**..

"Grandpa we've got to do something" Gwen said as she grabbed Max's shirt "they're going to get the watch"

Max looked around him, there was practically no cover to get to Ben, the aliens would see them coming a mile away and easily stop them. They had no weapons with them and the only thing they could use a decent weapon was an ancient piece rail track, if they could pull some of it up. Realising something Max looked over his shoulder an old mine cart for carryig ore and such was behind them at the top of the slope and still looked in good condition. It wasn't a brilliant plan but it was the best he could come up with in the circumstances. Grabbing Gwen he charged up with slope as fast as he could "Grandpa what are you doing? Ben's the other way." she shouted.

"No time to explain" Max panted as he reached the cart, throwing Gwen in he got behind it and pushed as hard as he could. Even with no ore it still weighed a lot but he slowly got it going. As it picked up speed he jumped in the back.

"Grandpa, are you going to do what I think you're doing?" Gwen sounded worried, she didn't like the plan she thought Max had put in motion and hated it more with each passing second.

"Just hold on tight Gwen" Max said as he stood up and leant over the edge slightly, his weight adding to the growing speed. The leader of the aliens had pulled out a strange gun with a cube on it and was pointing it at Ben.

As the cart travelled faster and got closer he saw them approaching. Tetrax leapt aside, tackled Kraab out of the way. As they passed, Max leant over the edge as much as he could and grabbed the unconscious Ben. He overbalanced and nearly fell out, thanks to a timely save from Gwen, grabbing his leg and pulling as hard as she could both of them landed safely into the cart as it sped down into a tunnel.

As they exited the tunnel Max pulled on the lever to slow the cart and eventually came to a screeching, sparking, halt, it had taken a few minutes but they were on the other side of the hill. Just outside the small ghost town. A few buildings still stood though they were in terrible condition as nature and time had taken their toll.

"Ok Gwen, we need to find cover" Max climbed out of the cart and looked at Ben, his shirt had been burned through at two points and had a nasty burn on his back where he'd been hit. Scooping him up Max headed for the nearest building which looked like an old saloon, Gwen followed closely and even though she was shaky on her feet she easily covered the small distance. "How quick do you think they'll find us?" Gwen asked as they entered the building.

"I'm not sure, that tunnel is practically a straight line and they all seem to move quickly" Max put Ben down on top of a clear, although dusty, table. "We can't stay here too long, we've got to wake Ben up, find a way back to the Rust Bucket and then we can make a proper plan."

Gwen walked up to Ben and, grabbing his shirt she raised him up, and slapped him as hard as she could on his swollen cheek. Luckily it had the desired effect, Ben woke up in pain and swearing as Gwen let him go. He fell heavily against the table. "One problem down, now how do we get back to the R.V? It's on the other side of the mine."

"Wait what?" Ben asked as he gingerly touched his tender cheek "We're running away?"

"We've no choice right now Ben we're out gunned, over powered and not to mention the leader of that little group beat you without breaking a sweat." Max pulled up a chair and a cigar, lighting it with a match.

"He's made of crystal, he doesn't sweat" Jumping down from the table Ben felt pain shoot over his back. Max just stared at him.

"It's my job to look after you and Gwen. I never thought that would mean I'd be running away from alien soldiers, but so be it. You can't even beat them one-on-one, never mind three-on-one, and that leader is the best of all of them, you could barely touch him" Max puffed away at his cigar as Ben slammed a fist on the table.

"I am not running away! I can beat them all and anyone else who tries to take the watch. I go Four-Arms and I'll be strong enough to knock them out in one punch" Ben growled, this time it was Max's turn to slam his fist on to the table, doing so the same time Gwen hit Ben around the back of the head

"It's not about if you're strong enough of not." Gwen shouted "They've been playing you since they first met you, you dumb shit."

"What are you taking about?" Ben asked

"Attacking in the building, then on the road, one at a time. They were testing what we were capable of, they played it smart instead of rushing in like you do" Gwen poked Ben in the chest as she spoke "I bet they can even track the watch, it's probably how they found us in the first place. If you're not gonna help us think of a way out of this then sit down. Shut up. And don't use the watch!"

Stumbling back onto a chair Ben was speechless, he'd seen Gwen angry before but now she was down right pissed off, he looked to Max for some advice, for anything. "Now's the time for brain, not brawn" he simply said as he sat down again.

Suddenly they heard a low rumbling that signified Kraab's digging, a roar over them that was Sixsix's jet and even though they couldn't hear him all three knew without a doubt Tetrax was with them somewhere. Carefully looking out the window they could just see Kraab near the end of the street "Great, so much for making a plan." Gwen half whispered, unsure if they'd be able to hear her or not

"Lets see if this place has a back door" stubbing out his cigar on the tabe Max turned and moved more quickly and silently than a man of his age and size should be able to. Gwen quickly followed.

"Ben, come on." She ordered, but Ben kept looking out of the window. Before she could grab and drag him Ben made a break for the door, running outside before either Max of Gwen could stop him.

As soon as he was outside Ben saw Kraab at the end of the street. The alien saw him and started firing, but thankfully the distance between them gave Ben a slight advantage as he ran straight across the street. Hearing the rockets get closer Ben dived and rolled in time as Sixsix flew past him, trying to grab him "You want me? Let's see what you got." Ben shouted as he charged across the dirt road, seeing Tetrax fly over the small buildings on his board Ben rammed his shoulder into the old door, breaking it open, the old wood splintering into huge splinters and sawdust. Slamming the door shut Ben dived behind counter of the old store and activated the Omnitrix "Final Round." he mutter to himself as he turned the screen, selecting his alien "Sudden Death." he slammed the screen down.

..**..

"Cover the front, I'll handle the back" Tetrax ordered, flying over the building as Kraab and Sixsix moved to the front of the store

"You head in, I'll cover you" Kraab said as he pointed his claw at the door, Sixsix responded with his usual noises and screeches. "Fine I'll go in you cry baby, but if you blow me up I'm going to be pissed"

Ripping the door off its hinges Kraab stepped into the old building, everything covered in a thick layer of dust and dirt, including the floor which gave him a clear indication where Ben had run to "Give it up kid, we've got you surrounded" Kraab stomped his legs intentionally hard to add a spook factor, heading for the counter Ben had dived behind "you ain't good enough to beat us" smashing the counter with his claw Kraab expected to see another alien, or at least a human but there was nothing there "The hell?" he said to himself as e searched through the smashed wood. He felt something land on his head and it said in a small high voice

"Surprise cock-fag!"

It started to crawl down his head, avoiding his swipes to knock it off; as it climbed down to the hole in his chest he caught a quick glimpse of a small grey foot. "Lets see, if we take this nerve cluster, mix in a little juice from the weapon relays and tie it together with the life support...This will happen."

Kraab yelled out in pain as his body went out of control, his legs started moving erratically and his arms swinging wildly, his claw opening and closing randomly as the barrel slid back and forth before firing a shot, then two as it smashed through the large glass window.

Sixsix moved quickly to avoid Kraab's swinging claw and crazy legs, Ben leapt out of the dancing machine without being noticed, Kraab creating a big enough distraction for him to get close enough to jump onto Sixsix's leg. Only then did he notice Ben as he climbed up him "let's see what happens when I do this, and mix it with these" Ben smiled as he pressed two buttons and pulled a lever on the jet pack, causing Sixsix to shoot off into the sky just as Tetrax smashed through the building "and now for the fun part." Ben said to himself as he smashed a button with his foot and twisted the lever, causing Sixsix to twist in the air and head straight for Tetrax. Without warning all of Sixsix's weapons fired everything from small but powerful rockets, lasers and some weird energy blades.

All hit Tetrax on target, the explosion as huge enough to demolish the remains of the old store and make the ground shake. As the dust cloud cleared though they seamed to have done little damage.  
Greymatter simply smiled, "and now the coup de grace" Twisting a small dial and hitting a couple of buttons Ben leapt off Sixsix just before the out of control alien rammed into Tetrax. And thanks to the excessive energy build up Ben had just caused in the jet pack, a large explosion happened.

As Ben landed a bright red light flashed and he was back to his normal human body, as he walked over to the small crater Tetrax dragged himself out of it, his face was cracked badly and his armour was badly damaged, unable to keep himself upright he fell to his hands and knees "You told me you were a warrior, and all warriors have a code, right?" Ben stopped in front of Tetrax who panted as he looked at him. "I just beat you and your men by myself, in my smallest form. This is my absolute victory, and an utter humiliation for you." He grinned superior manner. "Now, you can take your men and drag your sorry asses back to whoever your boss is, and you tell him from me that whether its three, thirty or three hundred he sends after me I will always win." He gave Tetrax a dark look. "Or you can try and take me down again." He held his arms open in a Come-At-Me-Bro! Pose.

Panting and struggling to get to his feet Tetrax looked down at Ben, who glared back at him "Very well human, you won this battle. But the war has just begun. You will be hounded day and night for the Omnitrix, it cannot and will not stay in the hands of people like you, and when you least accept it, you will lose it"

"Just get the fuck off my planet" turning Ben walked away, noticing the board hovering in place he grabbed it and headed for the saloon where Gwen and Max was still hiding "I'm keeping this"

..**..

As Ben entered the saloon he was instantly greeted with a punch to the face from Gwen, knocking him on to his ass "What was that for?" he shouted

"For nearly giving grandpa a heart attack when you ran off by yourself" Gwen yelled back "here we are risking our necks to save you and you just run off to your death."

"I had a plan" Ben climbed back onto his feet as Gwen raised her fist again

"I doubt that" she growled

"I won didn't I?"

Gwen was about to throw her fist again when Max stopped her, who simply shook his head "Where'd you get that from anyway?" she asked

"Spoils of war" Ben smiled grabbing the board again, it automatically collapsing down to a small square

"Why do you get all the cool alien stuff?" She shouted back at Ben, as if blaming him for her bad luck

"Fits my style" Ben smirked, earning a kick to the stomach

"You don't have any style" Gwen growled, tempted to steal the board from him

"You could... Use your style, to get alien tech" Ben gasped as he struggled to take in air "sleep with a few aliens and I'm sure they'll give you what you want. You know, because you're a whore."

This earned Ben his second black eye.

End.


	6. Chapter 6

Anti Ben 10: Kevin 11

Gwen actually giggled with glee and happiness as she opened the door to the four-star hotel room, dumping her bags on the floor she jumped onto the impossibly comfy bed

"Oh my god I nearly forgot how good a real bed feels" she sighed as she sank into it.

"You're on my bed" Ben shouted as he kicked Gwen's bags out of his way before dumping his own on the floor.

"Move me if you can dweeb" Gwen moaned as she stretched out on the bed, nights of sleeping in the R.V or in a tent was bed enough but throw her cousin in to the mix and it was worse, at least now the luxurious room helped forget her stress. "This is going to be the best day ever. A spa, a pool and some of the best food in the world."

"Why does grandpa get a room to himself and not me? I'm the one doing all the major heists and distractions." Ben sat sulkily on his own bed, it was equilly as comfy as Gwen's and he was looking forward to sleeping in it, but if Gwen asked he'd always say he'd prefer to sleep in the R.V

"Because Grandpa is the one who sells everything and sorts the money out, because Grandpa is older than we are and needs more room to sleep and let's not forget, because Grandpa's had to put up with your stupidity since you found that thing" Gwen idly waved a hand in Ben's direction but he knew she was talking about the Omnitrix.

"Now first I'm going to have a proper shower, with lots and lots of hot water" Gwen smiled as she sat up "then I'm going to have a full day at the spa, and finally I'm going to eat some proper and delicious food"

"Oh my god can you be any more of a girl?" Ben groaned as he threw himself back onto the bed.

Ignoring him Gwen pulled out her new, and more expensive, phone and hit a random speed dial.

"Oh my god, you'll never guess where I am. No guess, seriously guess," she giggled as she entered the bathroom and kicked the door shut with her foot "wow, you guessed it"

_*break*_

"Oh my god I forgot how good real food tastes" Gwen smiled happily as she picked up another piece of sushi.

"You call this real food?" Ben gingerly picked up a piece of sushi between his finger and thumb "where's the rest of it?"

"Would it kill you to have a bit of culture for once?" Gwen sighed as she watched Ben sniff the fish

"This fish isn't even cooked, is the chef trying to cheat us?" Ben made a disgusted face as he dropped the roll back onto the plate.

"I can't believe we're fucking related in any way" Gwen pinched the bridge of her nose and resisted with everything fiber of her being not to break a few of Ben's more important bones. She looked over to the bar hoping that Max could see how much durece she was under, unfortunatly he was currently having a deep conversation and laughing with two high-class looking women around his age, Gwen hoped he wasn't doing what she thought he was doing.

"I'm out of here" Ben pushed his chair out and started to walk away before getting grabbed by Gwen

"Where do you think you're going dweeb?" She asked

"This is New York, somewhere in this city someone is serving a big, greasy, cheese covered burger made of cow. I intend to find it" Ben smiled as he pulled his arm free

"Just get your dumbass back here before dark," Gwen yelled after him "or grandpa Will find you"

_*break*_

Ben didn't even walk two blocks before he ran out of patience and gave up "This is suppose to be New York City, where's the hot dogs, cheese burgers and other crap?" He yelled out loud to no one inperticular, people giving him weird looks as they passed him "if I don't find something soon I'm- oh look video games" Ben smiled as he saw the arcade, quickly dodging traffic and entering his home away from home

"What the fuck?" Ben yelled as he kicked the machine, quickly getting grabbed by one of the staff working there

"Don't damage the machine kid," he barked as Ben pulled himself free

"That stupid machine ate my money" Ben snapped back

"Read the sign kid, play at your own risk" the guy shrugged and walked off, Ben kicked the machine again when he turned a corner

"Stupid money eating piece of crap" Ben grumbled to himself, he was about to raise the Omnitrix and activate it when he noticed a kid stairing at him, he was a little taller than Ben and had black hair "what you looking at?"

"Nothing, just I can help your problem," the kid said

"What, you gonna give me some money?" Ben sneered; he watched the kid place a hand on the machine and after a second it spat out coins all over the floor and Ben gawked in surprise

"That one's always taking peoples money" the kid smiled as he helped Ben pick up the quarters "name's Kevin"

"Ben, how'd you do that?" He asked as he stuffed the coins into his pockets

"I've... got some skills," Kevin said dodging the question the best he could

"So, ever seen someone pay for a cheeseburger with quarters?" Ben smiled, suddenly Kevins face dropped

"Er, no thanks, I got to go" turning Kevin quickly walked away

About to call him back Ben was suddenly pushed aside into a game machine and several teenage boys, all bigger than him in size and one in muscles, walked past him and quickly after Kevin.

As Kevin quickly rounded a corner he stopped, a kid with a near bald head axcept for the blue stip at the front stood in front of him "long time no see, where you going freak?' The kid sneared "home to recharge your batteries?" He laughed and so did the others that had surrounded Kevin

"Need some help," Ben asked as he stepped up behind the older kids, cracking his knuckles

Looking over his shoulder a bald one with a pierced lip smiled "gonna need more than you shrimp" stepping up to Ben he sized himself up, Ben barely come upto his chest and the older boys muscles were nearly twice as thick as Ben's.

Watching as he draw his arm back Ben suddenly dropped onto one knee and a fast and powerful uppercut into the teenagers groin, making him freeze then drop to the floor as a whimpering sound simular to a scorned dog escapped his lips "Next?" Ben asked as he stood back up, the tallest and biggest of the three remaining teenagers stepped forwards and grabbed Ben's shirt, raising him up above his head.

Before the kid could even say anything Ben slammed both his feet into the guys face, recognising the familiar feeling of a nose been broken, and making him drop Ben. As the boy hollered in pain Ben swiftly brought his leg straight up into his crotch "this is pathetic" Ben stood on top of the fallen teenager so he was eye level with the last two teenagers "do you guys even know how to fight?"

Looking at each other they both suddenly charged at Ben, tackling him to the ground, as one knealt the other kept Ben pinned by putting his weight on Ben weist line. The knealing one tried to hit Ben in the face but at the last second he tilted his head so the fist flew into the tile flooring, using the oppertunity Ben managed to get an arm free and clenshing a fist, but keeping his middle knuckle out slightly to form point, punched the kid keeping him pinned in the eye making him scream in pain and let go of Ben.

Getting to his feet Ben grabbed the kid with the busted hand around the back of his head with both hands and drove his face and nose into Ben's knee several times in quick and hard succession. Letting him drop to the floor Ben turned to the final teenage boy and with uncanny accuracy hit the kid in the temple as hard as he could, driving his head into the body of a machine

"Amatures" Ben spat on the kid as he slumped to the floor, turning he saw Kevin stairing at him, and so were a few other spectaters

"That was... Unbelievable" was all Kevin could say

"Get to know me, I'm awesome" Ben smiled "you know where I can get a burger?"

_*break*_

"So, how'd you get your powers?" Ben asked as he wolfed down his second bacon cheeseburger, Kevin still working slowly on his first as they sat at a small bench at a burger van

"I was born with it, I'm like an energy sponge. Airconditioners, battaries, engines, lightbulbs you name it. I soak it up and dish it out when I have to" Kevin took a bite out of his burger as Ben finished his and belched, signalling to the van for two more

"That's pretty cool, I bet you can get into anywhere you want to and take what you want" Ben smiled as he wiped his mouth with the back of his hand

"Nah, I just take what I need. A little food here bit of cash from an ATM there. I prefer to lay low" leaning closer to Ben he lowered his voice slightly "don't want to get taken to some weird government lab and get experimented on"

"Well that's boring, abilities like ours you don't just survive you thrive and enjoy your life to the fullest. Taking what you want, when you want and taking down anyone who gets in your way" standing up on the bench Ben threw the owed money at the burger vender as he approached, the quarters bouncing in every direction as he grabbed the burger and ripped a mouthful out of it.

"What do mean like ours? I know you're a good fighter but what else can you do? Absord sunlight and shoot it out like a laser?" Ken asked as Ben jumped down from the bench as the burger vender grumbled under his breathe, picking up the change as counting it

"Oh I can do much more than fight" Ben grinned raising the Omnitrix and showing it to Kevin "you've shown me yours now I'll show you mine, name any place in the city you want to go"

_*Break*_

Max stepped out onto his rooms' balcony and lit his cigar, tossing the book of matchs onto the nearby table. His life had been good and he'd always enjoyed it, exciting job, meeting the woman of his dreams and having a family, which grew and had their own families. But lately he'd been enjoying himself like the old days, ever since Ben got the Omnitrix he was raking in the money again, not to mention he was slowly getting back into shape. All the running they'd been doing had increased his stamina greatly, the two sleeping ladies in his bed was evidence of that.

Looking up at the night sky Max wished he could see the stars, but the lights of the city blocking them, he felt the breeze of the city and watched as the smoke of his cigar was blown away. He heard a glass door slide open then close, looking over to the next room he saw a tired Gwen.

"Grandpa what are you OH GOD!" Gwen screamed as she covered her eyes, the image already burned into her mind and taunted her in the darkness of her covered eyes "put some pants on please"

"Don't be such a prude Gwen" Max smiled as he enjoyed a full body breeze "this is the body god gave me"

"It's also the things that's putting me in therapy for the next thirty years" keeping her back to Max Gwen tried to get her mind occupied with others things "have you seen Ben? He left the hotel around lunch and I haven't seen him since"

"I didn't even know he'd left, I was occupied all day, those ladies sure know how to make a man work for it" Max smiled, cigar held between his teeth

"GRANDPA. Are you trying to put me in therapy for life? I'm going to throw up" storming back into her room Gwen opened the glass door as the hotel room door made a small buzzing noise, indicating someone had just undone the electric lock.

As the light spilled into the room Gwen saw two people standing in the doorway, one she knew was Ben but the other she had no clue "Ben?"

As his name was called Ben turned on the room light, illuminating the spacious room and giving Gwen the chance to look at the scruffy unknown, it also gave her the ability to see the bags of jewelry the were carrying.

"Where'd you get that stuff? What did you do? And who's this? Did he help you? Is he tough? Do you think you can beat me? I'm head cheerleader and karate champion of my school. I can kick your ass twelve ways to sunday so you're my bitch from now on"

Kevin was stunned by the amount of questions and the glare coming from Gwen, the only thing stopping him from running was Ben quickly whispering to him

"Don't make eye contact you'll just make it angry, show it the shiny rocks and say you stole them"

As Gwen walked up to the pair she slugged Ben across the jaw sending him, and the jewels he was carrying, to the floor.

"Who are you new fish? And what have you got" Gwen asked as she stood before Kevin, though she was slightly smaller than him Kevin felt like he had to stare up at her

"Kevin, and I stole some jewelery"

Snatching the bag from him Gwen opened and looked into it seeing various pracious stones from diamonds to rubies and emeralds. Without warning she grabbed Kevin's dirty and torn shirt and pulled him close, a surprise exprecion on his face as she clamped her lips onto his. A minute later she broke the kiss and let him go, before headbutting him and sending up tumbling to the floor.

"It'll suffice for now," Gwen said as she turned and sat on her bed, pouring out the contents of the bag.

"Your sister has a surprisingly strong, and long, tongue" Kevin was still recovering from the headbutt and both the tongue-lashings as he sat on the floor.

"She's my cousin, and you're lucky, if you'd brought the tiara like I told you you'd be hogtied to the bed right with her grinding against you, because she's a total whore"

This earned Ben a shoe being thrown at his face, hitting him square in the eye making him cry out in pain.

"Damn it Ben if I weren't busy looking at these shiny rocks I'd kick your ass" Gwen shouted, holding her other shoe threateningly

"So you try to blind me instead? Nice logic, what happens when a guy stand you up on a date, you castrate him?"

"Oh stop being a bitch, bitch"

Kevin watched in surprise and horror at how Gwen and Ben were acting to one another, he'd seen families fighting before but not to this degree, it was like a private war was happening and he was going to get dragged into it.

"Will you two keep it down, you're going to wake up the entire hotel" Max shouted as he barged into the room wearing a dressing gown. Instanlty he noticed several things, the jewels on Gwen's bed, the strange boy in the room and that his dressing gown had slipped open.

"Check out what me and Kevin stole tonight' Ben smiled, holding up the bag of jewels and everting his one good eye as Max reajusted his gown.

"How did you get those? Did you go alien and smash up the store?" Max asked

"Come one grandpa Ben can't do anything subtly, he doesn't even know the meaning of it" Gwen picked up a perticularly large diamond ring and held it up to the light

"It was Kevin that got us in and out, he can absord electricity and was able to shut down the security system, no cameras, no alarms and no cops to stop us taking whatever we wanted. Show them" Ben encouraged Kevin, who grugingly put his light on the lampand sucked up the power, Max and Gwen watching as the electricity ran up his arms and the bulb burst.

As Kevin raised his hand they saw the electricity crackling around it, aiming his hand at the lamp next to Gwen's bed he fired the electricity making the bulb light up.

"I dunno how much I can absorb but I've got a tight control over it" Kevin could see Gwen and Max was impressed, he could also see them thinking away, planning stuff he wasn't sure he wanted to know about.

"That is a handy ability to have," Max pulled a cigar out of his gown pocket but didn't light it "you done this sort of thing before son?"

"A few, but only to take what I need. A bit of food or money, nothing like this before. I'm homeless, my parents didn't like living with someone with my... abilities"

"Sucks for them, with you tagging along we could get into Fort Knox. Plus I get another bitch to boss around" one by one Gwen put the stones back into the bag, looking at each one closely before she did.

"Hey I'm not your bitch" suddenly Ben was grabbed by Gwen and put in a very painful arm and headlock "alright already, I wuv you"

"You're my bitch till the day you die" Gwen laughed letting Ben go and pushing him off her bed, noting Kevin's surprised look she winked at him and gave a predatory smile.

"I'm not sure about Fort Knox but we can definetly do more jobs without attracting so much attention, we'd be able to clear out a normal banks vault with no problem. If you have no problem helping us that is, you'd get an even share and get to see the country" Max offered, he felt wrong holding an unlit cigar in his hand but he wasn't about to leave Ben and Gwen alone with diamonds, he loved them but they were his grandkids.

_*Break*_

Ben and Kevin stood outside the bank the electronicly locked doors and bullet proof glass capable of keeping any one not driving a car straight into it out of the building, placing his hand on the lock Kevin could feel himself drain the power from the building until he forced it back into it, busting the lock, lights, cameras and anything else hooked upto the buildings power.

"Good job, now it's my time" Ben smiled as he opened the door; activating the watch he kept turning the screen until he found the alien he wanted.

"So you do this everyday? Steal stuff as an alien then just drive off?" Kevin asked as he covered his eyes from the bright green flash

"Not always" Ben said in Four-Arms deeper voice "sometimes I stick around and take the police down a notch or two, smash their cars or melt them. Once I clogged an engine up with alien boogers"

"You don't feel guilty? Stealing from others and destroying things?" Kevin had to jog to keep up with Ben's wide steps, he wasn't liking what he was hearing from Ben and there was something disturbing about his cousin and grandpa, he was already feeling guilty about stealing the jewelery.

"Guilty? Why? If you got the ability you should take what you want, or would you prefer to be homeless all your life eating out of a trashcan and people calling you freak? My way you live it large and no one dares say anything bad about you to your face, now step back" reaching the vault Ben cracked his knuckles, even as Four-Arms the giant metal door was going to be a challange, he could have gone Diamondhead and cut it open but this was more fun. Grabbing the vault door around the edge Ben pulled as hard as he could, his body straining as the sound of metal bending rang out through the empty room, suddenly he felt something jump on to his back

"I'm sorry Ben, you helped me with the bullies but what your doing is wrong" Kevin wrapped his arms around Ben's thick neck as hard as he could but he could tell it had no effect, then he started to feel weird. His body began to grow one of his arms was getting bigger and thicker, his vision became weird as well; his right side was normal while his left became double, the images sitting on top of each other.

Feeling his feet touch the floor Kevin got a better hold of Ben and threw him away from the vault, throwing him into the far wall. Looking down at himself Kevin saw his skin was the same red colour as Ben was, and he had five arms four were normal but were coming out of his sides while he had a giant fifth left arm.

"What the fuck Kevin? Since when could you do that?" Ben growled as he picked himself up and looked at Kevin's new form, watching as a giant right arm grew.

"Must be because of the watch of yours, I don't just take electricity I absord all kinds of energy. Now are you going to give up or am I going to have to force you?" Kevin cracked all six of his knuckles as Ben cracked his kneck and shoulders.

"Mister goody thinks he can beat me? Just try it freak"

Charging at each other Ben and Kevin locked, both trying to force the other onto their knees and squeezing their hands to breaking point. Ben was surprised Kevin was as strong he he was, but he had two things Kevin didn't; experience with alien bodies and general fighting experience.

Pulling his arms back suddenly Kevin fell forwards as Ben headbutted him making him let go. Grabbing Kevin's torn shirt with his lower arms Ben slammed his fists into the sides of Kevin's head before picking him up and slamming him into the floor.

Using the small chance Kevin grabbed Ben's leg, picking himself up he spun around and threw Ben into the vault door denting the metal slightly. Charging into him Kevin threw punch after punch at Ben until his arms were grabbed and Ben slammed him into the thick metal.

"You can't beat me Kevin" Ben drive his fists into Kevin's stomach then as he bent of his knee into his face "I pick fights everyday, you just run away from them" throwing him over his shoulder Ben watched as Kevin skidded across the floor, suddenly the symbol on his arm began to flash and with a bright red flash he was back to normal.

"You could have had everything you wanted, instead your just some homeless goodie-goodie freak that thought he could take on the best" Ben walked up to the unconcious Kevin and kicked one of his giant arms, knowing it wouldn't do anything but it made him feel better.

Suddenly Kevin's large hand grabbed Ben's leg and held him upside down as Kevin stood up "I maybe a freak, but without this watch your just some two-bit thief"

Grabbing the Omnitric Kevin pulled as hard as he could and though it seemed to stretch a little it refused to come off Ben's wrist

"Sorry Kevin, it doesn't come off" Ben smiled, which faultered, as the Omnitrix suddenly turned green again.

Some kind of green pulse slowly traveled from it to Ben and Kevin then as quickly as it came it disapeared in a bright flash of light blastic Kevin and Ben apart and smashing all the glass in the room, including the bullet proof doors.

Groaning Ben picked himself up and saw a hole in the wall with a big pile of rubble on the other side of it, not seeing Kevin anywhere he guessed he was under it. Hearing a screaching sound Ben saw the Rust Bucket outside the bank and saw Gwen signalling for him to get in the R.V.

"Where's Kevin?" Gwen asked as Ben jumped into the vehical

"Went goodie-goodie on me so I had to kick his ass. Also tried to take the watch from me so it blasted him through a wall" Ben quickly sat down as Max slammed on the gas "guess that's one problem we won't see again"

Ben could hear the sirens of the police cars behind them as they drove on; he looked at the screen of the watch and wondered why it had done what it did when Kevin touched it.


	7. Chapter 7

Anti Ben 10 ch7: The Alliance

High above earth a now fixed ship of the Galactic Allience slowly orbited the planet, in the medical bay Commander Vilgax remained in the healing tube and though his life wasn't in danger he had a plan, a way to ensure that if need be he would retrieve the Omnitrix himself with little difficulty.

"Probs launched," a robot said as it approached the tube "with the improved tracking system they should be able to find and retreave the Omnitrix"

"They may find it" Vilgax's voice rasped out from inside the tube, a speaker somewhere in the room so he could be heard with no difficulties "but retrieving it will not be easy, whomever holds the Omnitrix continues to be an opponent of extreme danger and inspiring brilliance"

"47...48...49...50" Ben panted as he finished his daily sit up, picking himself up off the R.V's floor her grabbed a towel and wiped what little sweat he'd built up. Gwen currently sat at the table painting her nails while Max filled up the gas tank and checked the engine, talking to it as he did so.

"Does it worry you that grandpa talks to the R.V?" Gwen asked as Ben put his t-shirt on and grabbed a soda from the fridge "I mean I know people get senile when they get old but should I be worried?"

"Don't worry about it, grandpa's says this things been in his family longer than we have. Plus it's probably the only thing he has to talk to when we're not around" chugging down the soda Ben belched loudly and threw the can in the trash, that was when he noticed the armoured van on the otherside of the street "tell grandpa I'm gonna get us some quick change"

Dashing out of the R.V Ben ran past Max while activating the Omnitrix, turning the screen until he found the shape he wanted.

"Where's Ben going?" Max asked Gwen as she emerged from the Rust Bucket and continued to clean the windows

"Said something about getting some quick change" Gwen blew gently on her nails as she leant against the R.V, out of nowhere Four-Arms landed in front of the truck.

Ripping off the hood with ease Ben grabbed the engine and ripped it out, looking at the scared guard inside the truck Ben simple said, "Leave" before dropping the engine.

Walking around to the back of the truck Ben grabbed the doors and yanked them off their hingers to be met with a small hail of gunfire, the bullets bouncing uselessly off his thick skin. Looking inside Ben saw a guard holding a small pistol shakily in his hands.

"You think that peashooter is going to do anything against me?" Ben threw the doors over his head and grabbed the guard, pulling him out and throwing him aside. Reaching in Ben grabbed a bag of money with each hand, turning Ben was surprised to see three people standing there dressed head to foot in biker gear their faces covered with biker helmets, and all three were carrying big guns.

Without saying anything all three fired blasting Ben square in the chest and driving him backwards into the truck, which crumpled and bent under the weight.

"Stay down big guy and just wait for the police, this is over" the leader shouted through their helmet, cocking the gun as Ben pushed and bent the metal away from him as iff it were paper.

"Finished? But I haven't even warmed up yet" Ben lept from the destroyed truck and slammed his fists into the ground, cracking it and sending a shotwave to his masked attackers knocking them into the sky and crashing onto the group. Rubbing his chest Ben turned and saw the destroyed truck and the burning money "great, this was a waste of time"

As he walked back to the R.V he heard someone cock a gun behind him, before he could turn he felt himself get blasted sending him flying forwards into one of the supports of the gas station.

"You're not going anywhere creep" the leader of the small gang shouted as she fired again, Ben just dodging in time by twisting but the laser hit a fuel pump causing it to explode and engulf Ben in the flame. As the other two masked gunmen stood up Max shouted out Ben's name but the sound of the fire blocking him out, leaping out of the black smoke Ben landed infront of his assailents, grabbing two he threw them at the damaged truck and swatted the third away from him.

"You three are pissing me off," Ben growled as he picked up the two by the truck and pinned them against it, using his free hands he yanked their helmets off and was surprised at what he saw. "Girls? Aw man this just got boring" Ben groaned, before either of the two women could say anything Ben threw them over his head, a beam just missing his head and hitting the truck.

"What's the matter? Don't hit girls?" The leaders helmet had been removered to reveal another woman, spikey dark red head and several piercings in her ears with a slightly pale complexion.

"Oh I've got no problems hitting girls it's just you tend to bitch about it later, all the equality crap but as soon as someone turns around and hits you I never hear the end of it" Ben watched as she cocked the gun and aimed at him, he was about to charge at her when two new lasers shot at him from the sky.

Looking up Ben saw two drones flying towards him, dodging another laser blast as they flew past him

"Hey this is my arrest," the female leader shouted at the drones

"You can have it Rojo, we didn't sign on for this"

Turning around Rojo saw her partners running away, leaving their ditched guns on the road. While Ben was distracted with the flying drones she dived for them, grabbing one and aiming it Ben along with her own gun. She was about to fire when something hit her in the back hard sending her forwards and the guns falling out of her hands, looking over her shoulder she saw a tire rolling away and Max standing out in the open.

"These guys are getting annoying" Ben growled as he dodged the lasers and swung for the drones as they passed him. As one probes shot a continues beam that cut through the road Ben dodged and watched as it cut through the gas station, forcing Max to dodge it but as it cut through the roof a large block of stone fell and only noticing at the last second Max didn't have enough time to dodge.

"Grandpa" Gwen screamed as she ran out from the cover of thr R.V and tried her best to move the heavy stone off Max

Seeing what happened Ben growled angrily, bracing him and covering himself with his arms as the drones flew towards him again he felt the laser hit him full on and even with the thick skin of Four-Arms Ben could feel the heat burning him. Once the drones were close enough he grabbed them roaring as he smashed them together, then on the ground then he blindly threw them accidentally hitting Rojo as she stood up.

Racing over to Max he easily through the stone off him and he was slightly releaved to see no bones sticking out anywhere but he was still worried, he might have internal bleeding.

"I'm calling 911" Gwen pulled her phone out with shaky hands but was stopped by Ben who placed her on his shoulder and held her steady with one of his arms as he picked up Max as gently as he could

"No time, there's a hospital up the street" Ben growled as he started to run, then leap in bigger and bigger strides.

Rojo groaned as she picked herself up, she was sure nothing was broken but she felt like one large bruise. Looking next to her she saw the probes that now represented scrap metal.

"Who were you freaks?" She asked as she grabed the head of one of the probes and easily pulled it off, as she checked it for any kind of hint of where it came from one of the eyes started to flash when suddenly some of the cables shot forwards and pierced her neck.

Rojo screamed in pain as she felt something get injected to her neck, she could feel it moving quickly through her body as it felt like insides were on fire. But as quickly as it came the feeling disapeared, dropping the probes head she looked at ther body and could barely comprehend what had just happened. Her hands had become long metalic claws her skin had become dark red with sections of circetry showing and her eyesight had become weird, anything she looked out she somehow scanned and locked onto.

Hearing the sirens behind her Rojo turned and saw two cop cars screach to a halt and several officers get out and aim the guns at her.

"Freeze" one shouted as she clicked the safety off, whatever he was pointing at seemed familiar somehow, the jacket and the hair made it look like someone he knew "Rojo?" He hazard a guess

"Well this'll take some explaining" Rojo sighed as she raised her hands.

_*Break*_

"Your grandfather has suffered a secere concusion, he'll be out for several more hours," the doctor told Ben and Gwen, Max resting in the bed next to them "he also has several laserations and a broken leg"

"But he is going to be ok right? Ben asked keeping his arms behind his back, when he'd turned back to normal he saw his arms were red like he had bad friction burn. He didn't want anyone asking questions so he'd been keeping them out of site as much as possible.

"For a man his age he's remarkebly strong, he'll be find after some rest. Now it says here on his admittense form that he was hit by a bumper, did someone back into him?"

"Yeah sure, let's go with that" Ben mumbled to himself as he turned away from the doctor, who shrugged and decided to leave them alone.

_*Break*_

"The drones were destroyed" the robot informed Vilgax "they had found the wearer of the Omnitrix and were unable to retreave it"

"Send out more, we know the area he is in and I will not let him escape again" Vilgax's raspy voice ordered. He wasn't surprised the drones were destroyed; the wearer had beaten not only drones but also some of the Alliences best offices in the past and seemed to be getting more and more skilled with the Omnitrix everyday.

"We may not need to sir, it seems the drones have somehow merged with a local life from. I am receiving a combined signal and it is on the move" the robot checked its pad the pad to mke sure what it was seeing was correct.

"Hhm, perhaps sending another of its species is the answer to retrieving the Omnitrix, with some enhancements" Vilgax pondered.

_*Break*_

Back down on Earth Rojo was staying out of sight, after explaining as best she could to the police she knew they'd want to take her in for questioning but to her it wasn't an option. she wasn't proud of it but as they approached she ran away, or more accurately, flew away as they fired at her. She didn't know what had happened to her or for how long it would last but this was probably her best chance to stop that alien monster from doing any more harm to her town.

Keeping to the allys Rojo made her way slowly to the hospital, she didn't know why but the alien seemed to be worried about the old man he'd taken so that meant taking him some place to get fixed up. She wasn't sure what she was going to do when she got to the hospital but how hard would it be to notice a large foru armed creature?

Rojo had just gotten to the ally behind a jewelry store when she felt a sudden headache, which kept growing and growing, dropping her her knees

"Listen to me, whoever you are" a voice rasped in her head

"Where are you? Who are you?" Rojo groaned looking around but seeing no one, she forced herself back onto her feet but the headache was still growing "how did you get in my head?"

"I am the commander of the Galactic Allience, and you have our technology running through your body, therefore you now belong to the Alliance"

"Sorry but I don't, belong, to anyone or anything" Rojo groaned painfully as a sudden burst of pain rang in her head as the voice shouted even louder

"Listen to me human, you now possess power you could have never imagined but unless you can find a cause to use it for, it will be useless"

Rojo felt herself slide inside her head, in front of her a giant squid-like face appeared

"Complete the task I am giving you, and I will teach you to use it to its maximum potential"

"What is it you want?" Rojo asked, the pain was gone be she couldn't move it was like an out of body experienc inside her own head

"Only one thing, a dangerous piece of technology that could send not only your planet but the whole universe into choas and distruction. Luckily you are already programmed to find it"

Rojo felt her body begin to move again as the face disapeared, once it was completly gone so was the headache.

_*Break*_

"Ben you heard the doctor he's gonna be fine" Gwen said as much to herself as to Ben "he's Grandpa"

Saying nothing Ben stood up and kicked his chair sending it backwards into the wall before leaving the room and leaving Gwen a little surprised

"Great" Gwen sighed as she stood up a followed Ben "I'm going to have to nice to the doofus"

As she left the room she saw Ben leaning against the window obviously having just headbutted it "it wasn't your fault grandpa got hurt, you know that right"

"Yeah right, I saw what grandpa did. If he'd stayed behind the R.V he wouldn't have got hurt, all because of this stupid watch, maybe I shouldn't of found it" Ben sighed looking at the Omnitrix

"Ben if you hadn't found that thing we'd be stuck with each other all summer with nothing to do, no way of stealing cool stuff and stuck with grandpa's cooking. Plus you'd be dead 'cause I'd have killed you a dozen times over, so stop being a little bitch and grow some balls" Gwen forced Ben to stand up straight before turning around, slapping him across the face and pushing him back against the window.

"Nice pep-talk" Ben grumbled as he rubbed his cheek "maybe I can use this thing to help grandpa, go Upgrade on the machines he's hooked up to and make them better"

"Ben that won't work" Gwen stopped Ben from pressing the button by grabbing his hand

"Alright, maybe Ghostfreak and I can meld with him or something, or Grey Matter will be able think of something" pulling his hand free Ben pressed the button and started to turn the screen

_*Break*_

Rojo froze as something told her that what she was looking for had been activated, without realising it and no control of it she started to fly upwards, as she looked in the direction of the hostpital her eye sight zoomed in so she could look through the windows and see clearly through them.

Inside she saw what looked like a watch on the wrist of a kid who was arguing with a red haired girl, who kept slapping his hand away from it.

"Who knows when we'll need that thing" Gwen argued "you can't control how long you stay as an alien or how long you'll time out, what if more robots show up?"

"Alright already" Ben shouted kicking over a trashcan, as it rolled away Ben heard something a weird sound that he heard somewhere before.

As the glass window exploded inwards he and Gwen dived out the way of the flying glass, landing roughly Ben looked over his shoulder saw Rojo standing there

"The Omnitrix, hand it over kid" she demanded as she held out her hand for it, looking over her shoulder Ben glanced at Max's room before leaping to his feat and shouting

"You want it? Come and get it"

As he and Gwen ran away as fast as they could Rojo watched as one of the orbs extended from her shoulder and fired a laser at them, missing Ben and Gwen and blowing a small hole in the wall as they turned a corner

"Waoh" Rojo cried out, grabbing the thing and forcing it back into her shoulder "don't need to hurt anyone else here"

"Who is that?" Gwen asked as she looked over her shoulder and saw Rojo turning the corner

"It's the biker chick and she pulled a Terminator" Ben yelled as they turned another corner and he skidded to a halt, grabbing Gwen and pulling her through a door marked 'Stairs'. "How she got like that I got no clue"

"She must have merged with those robot drones somehow, now she's some sort of unstoppable robot-girl-thing" Gwen panted as she the stairs two at a time.

Above them the heard the door ger ripped off its hingers, looking up the saw Rojo looking down at them then jump over the side, falling between the gap of the stairs and slamming into the ground floor as Ben and Gwen ran through the door.

"I'll see if she's unstoppable" Ben activated the Omnitrix as they ran through the hospital, turning the screen till he found Four-Arms "with a little help from Four-Arms"

As they ran out of the hospital Ben ducked behind an ambulance and slammed down the Omnitrix, the sensation he felt as he changed was different from when he transformed earlier.

"Heatblast? Stupid watch" Ben grumbled "I suppose burning her like a marshmallow will have to do"

As Rojo ran out the hospital she didn't see either Ben or Gwen in site, but she was getting a weird sence again, something was telling her the boy was hiding behind one of the ambulances. The laser exended from her shoulder again and fire at the embulance several times, Gwen and Ben just having enough time to dodge as it exploded.

"Get out of here" Ben told Gwen as he stood up, running from behind the ambulance and throwing a fireball at Rojo, who blocked it but was blown backwards as it exploded. "You want me? I'm right her robo-bitch"

Leaping forwards Rojo flew through the air, tackling Ben and flying upwards away from the hospital. Both lasers from her shoulder extended and tried to fire at Ben as she held onto him, Ben grabbing hold of the laser and doing his best to keep them from shooting him.

"Give up kid" Rojo grunted as she tried to keep a tight grip on Ben's hot body "just hand over the Omnitrix"

"Try and take it" Ben focused, lighting up like a flare as his flames got hotter and bigger, forcing Rojo to let him go and cover her eyes

As Ben fell he tried to keep himself steady, firing flames from his hands to try and slow his fall, below him contruction workers watched the spectical until they realised it was falling towards them where they then ran out the way, giving the falling fire creature plenty of room as it fell into a truck full of sand.

Above him Rojo hovered inplace the two lasers automatically aiming and fire on Ben's position, kicking up sand and dirty, and as the trucks exploded, thick black smoke. Once the lasers stopped firing and the area cleared a little Rojo saw the distruction she'd caused; the trucks were scrapped, the road had large holes in it and a fuel tanker was leaking onto the road.

"That the best you got? I didn't even feel it" Ben shouted as he walked out a smoking crater, he watched as Rojo dived and flew straight for him, dodging at the last second as she flew past him and into the fuel tanker.

Shooting a stream of fire at the tanker Ben watched as Rojo was engulfed in flame, and as the tanker blew, was thrown into the sky and out of site "see ya bitch" Ben smiled as he stuck up both middle fingers

*_Break*_

Back at the hospital Max had woken up, and listened as Gwen and Ben explained what had happened from when he was knocked out till when Ben blew Rojo several blocks away.

"I bet it was when I was playing with the watch, I must have led her straight here" Ben sighed, he was happy Max was awake and ok but he still felt guilty about getting him hurt not to mention leading the roboto-girl to outside his room

"I bet those robot drones have some sort of tracker in them than can find the watch, they only seem to find you when you turn it on" Gwen pointed out

"Well since they changed my room and Ben hasn't gone alien since we're safe" Max smiled as he patted Ben's shoulder "has anyone seen my cigars?"

"Grandpa you're in a hospital trying to get better" Gwen knew where his cigars were but she wasn't telling, he might have been smoking them for years but she wasn't going to go against doctors orders.

"That's it? You're not goinng to say it's my fault you got hurt or I shouldn't so stupid as to play with the watch?" Ben jumped out of his seat and shouted, surprising Max and Gwen

"Ben it's not your fault, I'm your grandfather and it's my job to protect you even if you can turn into a large alien. I wasn't going let some punk girl shoot my grandson in the back while he was fighting off two drones. So stop the pity act and chin up, you're a Tennyson and we're tougher than you think" putting his hand on his shoulder Max got Ben to sit back down. "Now what are we going to do about that girl? She'll keep coming as long as we have the watch ad she has those robot parts"

"We could lead her into a trap, get her to come to us" Gwen suggested "then Ben can use one of his aliens to kick her fat ass"

"Well getting her to come to us won't be a problem, the question is how do we take her down? What can you tell us about her Ben?" Max asked as he gave up looking for his cigars and leant back into his bed

"She's fast and tough, the only thing I could do as Heatblast was to blind her, my flame didn't hurt her at all. Not to mention she can fly and shoot lasers at me" Ben ticked off what he remembered from the chase and the fight, he doubted the explosion even hurt her but it at least gave him enough time to turn back to normal and get back to the hospital.

"Diamondhead would be good against the lasers, but Four-arms is best against her strength" Gwen thought outloud thinking of the selection of aliens she'd seen Ben use up till now "maybe Ghostfreak would be best, merge with her and get the machine parts to reject her somehow, plus you could go intangible so she couldn't hit you"

"Goog idea Gwen, now we just needs a plan to make it work"

*_Break*_

"You sure this is a good spot?" Ben asked as he and Gwen snook through the towns Police Academy, they had waited until it was night before putting their plans into effect as this way there would be less people to get involved and complicate their plans

"I told you this is part of the plan" during the hours they waited Gwen grabbed her laptop and dug up some information on their mysterious attacker, after searching through the town records she'd found out her name and that she had been kicked out of the police academy

Since then she'd been playing vigalante but since she knew the system she could avoid getting arrested; the correct permit for weapons, always in public and it was always when someone was in the middle of breaking the law she interfeared like with Ben when he broke into the armoured truck.

"We draw her here, you attack and she holds back so not to destroy the place, its called being smart, something you've never done in a day of your life" Gwen smiled as she checked around the corner, not seeing anyone she nodded to Ben who activated the watch and turned it to Ghostfreak. "Wait till she gets here, you'll need all the time you can get out of that thing"

Not saying anything Ben walked out into the middle of the obsticle course, not having to wait long before Rojo landed in front of him slamming into the ground as she landed.

"What is this kid? You finally giving up?" Rojo asked as she held her hand as if Ben was going to hand over the Omnitrix

"Actually this is what I like to call Round 3: Final Round" slamming the screen down the Omnitrix let off a bright green light as Ben transformed, now standing in Ben's place was XLR8 "stupid watch" Ben thought to himself as the visor closed and he dashed forwards and leapt into the air, kicking Rojo over a dozen times before she realised what was happening.

As Rojo stumbled backwards Ben landed and dashed forwards again, extending his fingers/claws and thrust them forwards aiming to stab her and rip the robot parts out. His idea was cut short as Rojo grabbed his arm, her grip stronger than he thought possible and was unbreakable.

"Kid you're really starting to annoy me" Rojo growled as she lifted Ben off the ground stopping him from running off, clenching her fist she hit Ben in the stomach driving the air out of his lungs and threw hiim hard enough against the ground he bounced slightly. "Now hand over the Omnitrix or else"

"Or else what? You'll bore me to death" Ben gasped as his body ached all over, it was a good thing this aliens bones had evolved to to survived fast and hard impacts or else Ben knew he wouldnt be moving right now. "You keep asking for the watch but you'll never get it from me, you're not good enough"

Leaping backwards out of Rojo's reach Ben ran circled around her, hitting and scratching while dodging her attempted grabs and punches but none of them effecting her as he knew her skin was too tough, she barely even felt them.

Hearing a familiar beeping sound Ben tried a desprete play, slashing through Rojo's shirt until there was only a few strips left on the front, as she covered herself Ben took the oppotunity to run over to and grab Gwen before charging into the nearest door which turned out to be the police academy's gym just as he turned back to normal.

"Well that was pointless" Ben panted, his body aching even more now but he was glad he didn't have any broken bones "stupid watch can't even get a transformation right"

"Now what? How long until you can go alien again?" Gwen asked as she looked around the room noting how little cover there was for them to hide

"I don't know it changes everytime, it's like it's got a mind of its own" Ben despretly pushed the button to try and get the screen to pop up but it remained red and did nothing

"Great so now we've got to fight an unstoppable robot-girl as your useless normal when your aliens couldn't even dent her, not to mention she wants the watch AND you pissed her off by showing the world her tits" Gwen tried to open a few lockers, hoping to find anything that could help them but none of the lockers even opened.

"To be fair I don't think she's got anything there since she became part robot" Ben tried biting the watch trying to pull it up but instead felt like he was going to rip his own teeth out.

"You think she's gonna care about that? I won't be surprised if she rips your arm off to get the Omnitrix" Gwen slumped against a locker and slid to the floor, there wasn't anywhere for her to hide and there wasn't anyrhing in the room that would hurt Rojo.

"Yes" Ben cried out as the omnitrix turned from red to green "I knew something in this universe loves me" pressing the button he turned the screen and slammed it down.

Zipping up her leather jacket Rojo felt the Omnitrix activate, turning she ran to where the signal was coming from. Kicking open the doors she saw it was the gym but didn't see an alien or the kid in sight, only the the girl sitting at a weight machine

"Where is the little pervert?" Rojo asked as she walked angrily towards Gwen who held a knowing, smug look on her face

"Who? Him?" Gwen pointed to an exercise machine behind Rojo, who turned in time to see something peel itself off the machine and leap towards her, wrapping itself around her

"Intermissions over bitch" Ben said as her blanketed Rojo's body, connecting with her machine parts and messing them up as much as he could. Suddenly he felt weird he could feel some kind of signal being sent to the robot parts that was sucking his mind in no matter how hard he tried to resist it.

"Listen to my everyword" a loud rasping voice said as a squid face appeared in front of Ben "I will retrieve the Omnitrix, no matter where you go or what you do, I will fulfil my duty and remove it from dangerous hands such as yours. Should you choose to resist me be afraid, I will be ever vigalent in my task and know that while you rest, I step ever closer"

The face disappeared and Ben's mind returned to normal as he felt Rojo try to pull him off, redoubling his effort Ben forced himself back onto her body

"This won't hurt a bit" Ben said as he continued to mess with the machinary making Rojo scream out in pain and collapse to the floor "alright I lied, I made it as painful as I could"

Sliding off Rojo Ben took Up-grade's usual form and watched as parts of the robot fell off Rojo's body, her skin returning to its previous pale colour, the claws, eyes and lasers falling off onto the floor

"Well that problem's been taken care of" Gwen sighed as she stood up, she and Ben walking towards the doors and leaving the unconcious Rojo where she was "least we won't see her again"

Max sucked in a lung full of fresh air as he, Ben and Gwen left the hospital and using a crutch to help him walk with his broken leg

"It's good to get out of here and get back on the road" Max smiled happily as he pulled one of his endless cigars from his shirt pocket "I think this towns had its fill of us for now"

"So Ben what happened to you back in the gym, it was like you were possesed or something" Gwen asked as they walked to the Rust Bucket, she hadn't said anything all night so as not to worry Max but since he'd been given a clean bill of health she wanted answers

"I have no clue, when I went Up-grade I felt something force itself into my head. I saw this alien with tentacles, like he was an octopus and he talked to me saying it was his duty to retrieve the Omnitrix. He said if I go against him, I should be afraid"

As Max opened the door he froze as he listened to Ben describe the alien, memories from his past surfaced and he could feel himself tense up

"It's fine Ben" Max smiled as he turned to face Ben and Gwen "and you'll be fine. As long as we Tennyson's stick together that squid guy should be afraid"

"You're right Grandpa" Ben smiled as he entered the R.V "with us working together nothing can stop us"

Before Max followed them he took a quick glance to the sky and one thought came to his mind as he lit his cigar. "Rushmore"


	8. Chapter 8

Anti-Ben 10 ch8: Lucky Girl

"Alright, this shit isn't as boring as I thought" Ben thought to himself as he looked through the various display cases showing off old voodoo ritual knifes, masks and diagrams to show how they were used.

He, Gwen and Max were in New Orléans and it was the perfect place to have a few relaxing days before going back on the road and continue their lucrative business venture.

Right now they were in a small museum at Gwen's insistence, it displaying items related to the history of the town and its legends, Ben having never voluntarily stepped inside a museum before immediately thought it was a waste of time but then he found pointy things.

Max and Gwen were now with a small group being guided around the museum, the curator guiding them around and informing them of the items names and history.

"And behind this impenetrable glass is the recently discovered, and only known copy, of the Arkarmida book of Spells" she pointed to an old yet surprisingly well-kept blue covered book which held a symbol on the front the resembled a one-eyed minatour head

"It contains ancient witchcraft and rituals from the late sixteen hundreds" Gwen spoke at the same time as the curator word for word, earning her an angry look

"Maybe you should work her, dear," the curator said as she fixed her already well-positioned glasses and moved on to the next item, Gwen giving her a scathing look at the back of her head

"Don't let the Crypt Keepers mom get to you," Ben snook up behind Gwen making her jump slightly "last time she got some was probably before that book was written"

Gwen suppressed her laughter as best she could, suddenly the room started shaking and slowly people started floating into the air unable to do anything but screams until they reached the ceiling.

"Something tells me this isn't on the tour" Max said as Gwen and Ben floated up next to him, his cigars slowly slipping out of his pocket and rolling onto the ceiling.

Down below thick white smoked seemed to slip through the diamond-shaped window of the building, as it disappeared a grey skinned man appeared wearing white robes with a black outline, on his face was black and white paint to look more like a skull, he had a staff that looked like it had a bird's head carved on top of it and he wore a sash around his chest holding several talismans each with a different glyph on them.

"At last, the Arkarmida book of spells. Its evil powers will no long threaten this world"

He spoke a few weird words no one understood as one of his talismans began to glow; suddenly in a flash of bright light the so-called impenetrable display case shattered giving him free access to the book.

Above him Ben activated the watch, turning the screen and looking through his selection of aliens as Gwen asked

"Ben what are you doing?"

"I'm about to kick the ass of a mysterious magic man" Ben smiled as he slammed the screen down as the book levitated into the mans hand.

As the green light disappeared in Ben's place was XLR8, running across the ceiling Ben managed to get enough speed to run down the walls and onto the floor before charging at the mysterious man, sending him flying into a display case and dropping the book, above the people dropped slightly before they began to float again.

"Foolish creature," the man shouted as he pushed the debris of himself "You would get in the way of Hex, the protector of magic and this world?"

"I'd get in your way just to piss you off" Ben chuckled as he picked up the Arkarmida "not to mention taunt you with the thing you want"

Hex growled slightly before looking at the people stuck to the ceiling, suddenly his staff started glowing and they began to float slowly down to the ground. The only reason Ben didn't charge at him and attack was because he knew if he did Max and Gwen would get hurt.

"Begone, this fight does not concern you" Hex said to the people once they touched the floor, instantly people began to run outside, some screaming as they did.

"Be careful Ben, we don't know what tricks he's got up his sleeve" Max warned as he passed Ben, grabbing a cigar from the air and placed it in his mouth

"No worries grandpa" Ben smiled as his visor closed and he threw the book over his shoulders "I'll finish this in a flash"

As Ben ran towards Hex one of the talismans began glowing, chanting a few strange words fire suddenly shout out of the mouth of the bird's head on top of the staff making Ben change his course but the fire followed, slamming into the wall as he ran up it

"Ha, your fire's hot but too slow" Ben laughed over his shoulder, seeing out of the corner of his eye as Hex raised his staff and shot red crystals out of it.

Still running up the wall Ben zigzagged left and right to dodge the crystals as the flew at him, leaping off the wall Ben flipped and righted himself as he landed on the floor and ran straight for Hex again who simply stood his ground.

Suddenly a bright beam of light shot out from the eyes of the bird's head straight at Ben, it didn't hurt him but it did blind him making him shield his eyes and lose his balance, tripping over his own feet as he flew past Hex and into some display shelves.

"None shall stop me from doing my duty" Hex raised and pointed his staff at the graoning pile that was wood and Ben, his staff beginning to glow. Suddenly he felt something hit him in the back, then a second and a third. Looking over his shoulder he saw Gwen and Max standing there

"Looks like we've got his attention" Gwen gulped as Hex looked at them, suddenly the felt themselves get blasted backwards sending them sliding across the floor

"Enough of this foolishness" Hex demanded

"I couldn't agree more" Ben called as he jumped and slammed his knee into Hex's face making him stumble backwards

Running around in a circle Ben hit Hex at every angle he could before making a small cyclone and slamming him into the ground, a talisman coming loose and rolling across the floor.

"Nice job" Max picked himself and Gwen off the floor before lighting his cigar, Ben noticed the talisman and picked it up adding it to the small collection he was building.

"Whether its robots, aliens or weird magic men I'm still the best" Ben chuckled as he turned back to normal, flicking the talisman in the air and grabbing it.

"Oh please dweeb, if it weren't for me and grandpa you would've been toast long ago" Gwen hated the look of smugness on Ben's face; it made her want to break it.

"Yeah you play your role as meat-shield very well," Ben laughed as he pocketed the talisman

"Ben I swear I'm-" Gwen grabbed Ben's shirt but was stopped by Max, pulling them apart

"We can continue this routine elsewhere, we need to leave before the police arrive"

*_Break_*

"All I'm saying is you didn't stop that creep by yourself, in fact every fight you've had since you got that thing me and grandpa have helped you" Gwen stared daggers at Ben from across the small table of the Rust Bucket as Max drove them away from the museum

"Like I said, you make a great meat shield" Ben laughed until he heard Gwen scream as she grabbed two tight fists full of hair and slammed his face against the table before pinning him there with one arm and grabbing his wrist holding the Omnitrix with the other.

"If it wasn't for this watch you'd just be the pathetic asshole you were before this summer began, if I'd found it I would've taken down your enemies quicker and better, not to mention stole a lot more things that you have" letting go of him Gwen stood up and moved to the back of the R.V, looking out the window and ignoring everyone else

"I think Gwen's saying she feel's a little underappreciated" Max said as he looked into his rearview mirror at Ben "she has helped a lot with the heist and fights"

Sighing Ben dug into his pockets and pulled out the talisman he picked up and looked at Gwen, before throwing it and hitting her on the head with it and sitting back down before she could turn around.

*_Break_*

Outside the town an ambulance sped down the road to the hospital, inside it were two paramedics and Hex who was still unconscious after the fight with Ben. As the paramedic checked the equipment a talisman started to glow and Hex opened his eyes, the restraints hon his hands, feet and chest began glowing and snapped

"My duty shall be fulfilled" Hex sat up and held out his hand, his staff flying unto his hand from the side of the ambulance and he aimed it at the doors, blowing them open and the drive to slam on the brakes.

As the driver looked out of his mirror he saw Hex float away across the swamp.

*_Break_*

"In all my years of travel, I've never seen a craw fish crawl up someones nose" Max laughed as he ruffled Ben's hair, Ben laughing mokingly

"Glad I could be of some amusement now drop it, it was just some bad luck was all" Ben pushed Max's hand away and saw Gwen staring at the talisman that now hung around her neck

"Actually I think it was good luck, for me. I saw this glowing when it was all going on and in the end I got what I wanted, and Ben got a shell-fish up his nose" Gwen said letting the talisman hang back around her neck

"So what? You think that thing sucked up my luck and gave it to you? That's just stupid and impossible," Ben laughed earning him a slap across the back of the head from Gwen

"Turning to aliens and giant robots from outer space are supposed to impossible doofus, our summer hasn't exactly been normal so far" Gwen pointed out "I'll prove it, if this thing really does make me lucky then all I've got to do is throw... This over my shoulder, hold out my hand and some money will fall into it"

Gwen fished into her pickets and pulled out some coins, closing her eyes she threw the change over her shoulder and kept very still hearing the commotion behind her as people complained about something hitting them, people tripping into each other, something bouncing off something metal and finally something heavy landed into Gwen's hand. Opening her eyes she saw a wallet thick with cash and Ben with a shocked look on his face and his mouth hanging open.

*_Break_*

Back at the museum the guards floated upside down and watched as Hex searched through the books on display and on the shelves. Once the last book was searched Hex growled in frustration and pulled a guard over to him.

"Where is the Arkarmida?" Hex asked as the guard gulped

"In... in the vault"

Leaving the guard where he was Hex walked over to the large metal door, chanting some words the eyes of the bird's head began to glow and inside the door metal began to move as it slowly unlocked itself and opened, the book floating out and into Hex's hand.

"At last my duty can be completed" slamming the staff on the ground the bird's head began to glow as did Hex, golden magic moved from him to the book as the talismans began to glow. Suddenly they stopped and the magic removed itself from the book and went back to Hex as the staff's head dimmed and stopped.

Not understanding what went wrong Hex looked at his chest and saw an empty space where the unnoticed missing talisman was supposed to be

"One charm is missing? Of course, the battle with that speed creature" grabbing the book Hex began floating and disappeared in thick white smoke and left, the guards dropping to the ground.

*_Break_*

Ben thumped his own face through his pillow unable to decide with he should try to knock himself out or smoother himself, Max's loud snoring from the front of the R.V having kept him up most of the night.

"Gwen how can you sleep through this? Did you get to grandpa's booze again? Did you fall a sleep looking like twelve guys pulled a train on you? You know? 'cause you're a whore" Ben laughed over the snores but stopped when no reply came, not even a shoe to the face or a kick to his bed "Gwen?"

Looking over the edge of his mattress he saw Gwen's bed empty and looked like it had been for a while, looking outside he saw her on the basketball court that was next to the R.V.

Watching Ben saw Gwen through the ball over her head missing the hoop completely, he heard the ball landed on top of the Rust Bucket and roll into something that sent it flying through the air, straining her neck from the angle he saw the ball land on top a telephone poll and roll down the wire until it stopped just above the court and dropped.

"Nothing but the bottom of the net, again" Gwen laughed hearing it the rust Bucket door opening and slamming closed

"Ok we are not play one-on-one later" Ben said as he grabbed the ball "how did you do that?"

"I told you last night it's the talisman, when it glows everything goes my way. I've been out here for hours and no matter where I throw the ball it always goes in, hell with this thing I could rob a bank just by walking into it" Gwen smiled kissing the talisman, moving her head to the side expertly as Ben threw the ball at her face.

"You think you can walk into a bank, grab some money and walk out again without stopping you? No one is that good, you'd be caught in a second" Ben scoffed as Gwen flipper up her middle finger

"Your balls big enough to bet on it?" Gwen smiled like a predator about to take down its prey

*_Break_*

"I still don't like this" Max said as he, Ben and Gwen, who wore a skin-tight black costume with a black cat mask, hid in an ally across the road from a bank

"It'll be fine grandpa" Gwen smiled as she wrapped a sash around her waist and pulled on a pair of gloves "worst case scenario Ben goes alien and has to come rescue me"

"That wasn't what I was talking about, I'm proud of you for testing your skills and making us a profit, I was talking about the bet" Max had no idea how they okayed it by him, they'd ambushed him when he'd first woken and hadn't even had coffee, or a cigar.

Walking out into the street Gwen's talisman started glowing as she stepped onto the road, keeping a calm but brisk pace the cars zoomed past Gwen honking as they nearly hit her but always seemed to just miss. As she reached the other side she got step-for-step behind a fat man as he entered the bank with a 32oz Big Gulp and a large tray of nachos. The security guards instantly stopping him and telling him he couldn't bring food into the bank.

As the guards were distracted Gwen kept her pace unhindered not even having to step around people as she walked, a few people noticing her but ignored her.

A man carrying and checking paperwork caught Gwen out the corner of his eye as he nearly walked into her, dodging around her at the last second stumbling into the line of people wanting to put money in or take it out of the bank, his paper work flying into the air as people fell to the floor.

As people complained and tried to stand back up some helped collect the paper, onlookers stopping and staring at the spectical including the people behind the counters.

With the large distraction going on Gwen had no problem jumping over the counter and heading to the vault unhindered. Inside the open vault a man in an expensive suit and a security guard, the man in the suit with a clipboard and the guard putting small bags of money on a trolley. Gwen reached out to grab several bags as the guard bent down to grab another bag, his back turned to her, when the suit man had a powerful sneeze. By the time he'd blown his nose and looked back at the trolley the bags had been replaced and Gwen had gone.

Back up front of the bank people were still arguing about whose fault it was and collecting the scattered papers, totally ignoring the red-haired girl in a black mask carrying two full money bags, all except one guard who noticed her as she walked through the doors.

Stepping onto the road Gwen ignored the traffic again simply walking between the cars again, this time she stepped in front of a large truck carrying various building materials, seeing Gwen the driver panicked slamming on the brakes and turning the steering wheel as far as he could cause the truck to tip over and send the materials flying through the air and landing in front the bank doors, blocking them and stopping the guard from pursuing her.

*_Break_*

"And as seen in the video experts conclude one of two theories, either all the people were somehow involved in the bank heist, or the young girl was working alone and is the luckiest girl in the world" the news presenter said before Gwen turned off the TV

"You got to admit Ben, that was better than any of your jobs" Gwen smiled as she took a large sip of her drink that Ben had given her, while enjoying fanning herself with the complete collection of Sumo Slammers cards and enjoying a foot bath by Ben. In other words Ben had lost the bet and had to do everything Gwen told him to, no matter how much he wanted to throttle her.

"I admit nothing and deny everything you say" Ben growled as he roughly dried Gwen's feet "that was pure luck"

"Duh that's what I'm telling you dumbass, this little beauty gives me all the luck I need" Gwen kissed the talisman before tucking it into her shirt "I never did thank you for that by the way, who knew a good deed from you would be so beneficial for me"

"Oh yeah my pleasure" every word Ben spoke dripped with sarcasm, he had a plan though, he'd wait till Gwen was a sleep then take the talisman then throttle her in her sleep.

"I think my feet a dry enough now, go get my nail polish" Gwen removed her feet from Ben's rough drying and pushed him over

"I'll tell you now if I have to put then stuff on for you I'm going to do a terrible job" Ben warned

"Oh the nail polish isn't for me" Gwen smiled evilly "do you prefer cherry red, or electric pink?"

*_Break_*

As Hex walked down the street most people ignored him thinking he was just another store owner or charlatan practising his trade on unwitting tourists with the get up to draw them in.

As he passed a store with TV's on display he caught out of the corner of his eye the news feature on the bank robbery and as the footage expanded to fill the screen he saw something glowing around the girls' chest, pausing and looking closer he could just make out the glowing markings on the fuzzy image.

As the Rust Bucket traveled down the freeway Gwen typed on her laptop clicking on promising websites and taking notes, comparing them to make sure that at least some of what she was finding was truth. Ben, having been given no task from Gwen and not having anything to do, drummed his cherry pink nails on the table.

"I cross referenced the Arkarmida book of Spells with magical charms and look," Gwen told Ben even though he hadn't asked, spinning her laptop around so Ben could see what was on her screen "the book has something to do with the Charms of Bezel, the charm I have is Luck, there's also charms for Fire, Levitation, Reincarnation and Healing."

"Those are the things that mysterious magic man had when XLR8 kicked his ass" Ben smiled as he took a closer look at the screen

"That's why he wanted the Book of Spells, he was going to destroy the dark magic in the book with the charms. But it says here he needs all the charms to vanquish the dark magic in the book forever or else it'll just build back up over time." Closing her laptop Gwen leant back in her seat and smiled, putting her hands behind her head "oh well sucks to be skull-face, his loss my gain"

"Gwen I'm disappointed in you, you're supposed to be the smart one" Max called back to them, having listened in on their conversation he had an idea that would help them all in the future and was surprised neither Gwen or Ben had suggested it "I'm surprised either of you are happy with one charm, and an incomplete set"

"What are you talking about grandpa? You sound like you want us to track down that Hex guy, kick his ass and take all the charms. Oh" Ben realised what Max was getting at and liked the sound of it, the charms with the watch would make him practically unstoppable. He'd be able to take what he wanted in any form and no one would be able to stop him, glancing over to Gwen he could tell by the look on her face she was thinking the same thing.

"Don't even think about it dweeb, those charms are mine" moving her laptop out-of-the-way so it wouldn't get damaged Gwen stood up and leant on the table leaning in on Ben.

"Oh yeah? And why's that?" Ben stood up and leaned in as well, both glaring unblinkinginto each others eyes

"Because you've got the watch from outer-space that turns you into aliens, so I get the magic charms that let me fly, shoot fire and heal super quick"

Both Gwen and Ben straightened up and clenched their fists waiting for the other to make a move, Gwen with her formal karate training and Ben with his playground smarts and street fighting. Even though their eyes stung and begged to blink neither would give the other the satisfaction of showing weakness.

"Need I point out that neither of you are going to be able to use the charms until we get them?" Max pointed out instantly breaking the tension between his grandkids. He didn't mind them having their usual scraps but he could tell if they had fought now it would have been bigger than usual and he didn't want Ben doing something stupid like activating the Omnitrix and turning into a large alien like Four-Arms or Diamondhead. "First we need to find Hex"

"Or he finds us" Gwen suggested as she sat back down "he found the book so he must have someway of finding magical items"

*_Break_*

"Are you sure about this? I don't want you to hurt yourself" Max leant on a mausoleum smoking a cigar as Gwen stood on top of a tome juggling knives, the charm glowing constantly around her neck

"Don't worry grandpa as long as I'm wearing the charm I'll be fine" Gwen had never really juggled before and had to admit she was surprised she could keep it up for over fifteen minutes, she hadn't grabbed any of the blades once and while for a pro it was easy, she was a total ameatur.

"Then you are in trouble child" a voice called out, looking in the direction it came from Gwen and Max saw Hex floating towards them between the graves, the Arkarmida Book of Spells in his hand. "Give me the charm" Hex demanded

"Sorry magic man, but I'm the problem child," Ben shouted as he appeared on top of a mausoleum "and you're going to give us the rest of your charms"

"Foolish boy, my duty cannot be stopped" the eyes of the bird's head began to glow, slamming his staff on the ground a shock wave blasted across the area knocking Max, Ben and Gwen back the charm snapping off its string and being caught by Hex's magic, flying through the air into his hand.

Fixing the charm in place the book floated up in front of Hex and opened to a random page "at last my duty can be fulfilled" floating up in to the air Hex's eyes began to glow along with the birds, chanting strange words Hex's magic began to build and wrap around the book.

Suddenly Four-Arms flew through the air and slammed into Hex, who managed to get a protective shield up in time sending Four-Arms bouncing off him but the force of the hit still made Hex land on top of a large mausoleum

"You fool, my work is to protect this world. You would dare interfere?" Hex called as his staff fly back into his hand as Four-Arms was joined by Gwen and Max

"Give us the charms and we'll leave you alone" Ben cracked his knuckles threateningly

"I have no time for this idiocy, the charms are not for people such as you" again chanting strange words Hex slammed the staff on the roof of the mausoleum and a red mist spewed from the birds' mouth on his staff. The mist moved and entered three gargoyles, two large minotaur like gargoyles and one smaller with wings, the eyes started to glow red and they started moving.

Roaring the gargoyles charged and flew towards Ben, the smaller quicker dodging his fists and attacking his face, as it scratched him Ben grabbed it and threw it away from him to see one of the larger ones leap over him and wrap its tail around his throat and bite him in the shoulder. As Ben struggled to pull the tail from around his neck he used his other two arms to try to keep it from biting him again, he was surprised when it suddenly unwrapped its tail and leapt away from him but understood as the large minotaur one tackled him, charging through several gravestones and using him as a pillow as they slammed into a mausoleum.

As the dust cloud settled the other large gargoyle got closer to investigate, having to dive to the floor as the large minotaur one was sent flying and crashing through gravestones. Stepping out from the rubble Ben spat out some blood and grabbed a large stone sword that had decorated the now destroyed mausoleum.

"You fuckers aren't getting the drop on me this time" Ben growled at the gargoyle who roared at him and charged, leaping left and right to try to confuse Ben who rested the large sword on his shoulder. As the gargoyle leapt around Ben it pushed off the wall and flew straight towards him, unable to stop itself as Ben spun around slashed it with the sword in one clean motion smashing both it and the sword.

Standing on top of the mausoleum Hex watched the spectacle slightly before turning back to the book, his staff glowing again as he concentrated only for it to be broken again as a rock hit him on the shin.

"You know even without the luck charm," Gwen smiled as she picked up another rock "I've got excellent aim." Throwing the rock as hard as she could it flew through the air and struck its target dead between the eyes, knocking him out and fall off the mausoleum.

Dropping the sword handle Ben easily dodged a punch by the large minotaur, which now had half a horn missing. As it swung again Ben smashed his own fist into the minotaur making the stone crack and crumble, as it swung its other fist Ben repeated his action and got the same result. Roaring the armless minotaur lowered its head and charged at Ben who slammed all four powerful fists into its back and head making it slam onto the ground and crumble.

Rubbing his head Hex tried to clear his vision, looking around trying to find his staff he saw Gwen pick up the sash holding the charms. Realising they weren't around his chest anymore he raised his hand and his staff flew into it "No, you cannot be allowed to have the charms" he cried out as he pointed the staff at Gwen, suddenly the small flying gargoyle dived out of nowhere grabbing the sash and pulling it out of Gwen's hands.

"Hey give those back" Gwen called out as the creature flew towards Hex "Ben stop it" she shouted

Charging through some gravestones Ben tackled and grabbed the creature slamming it into the ground, as he raised his fists he heard Hex and Gwen call out "NO" at the same time before smashing the stone gargoyle and the charms with all his strength.

As the charms were smashed a shockwave blasted through the graveyard throwing everyone backwards and making all the graves, tomes and mausoleums crumble and collapse. Groaning Ben picked himself up and after a bright flash of light returned to normal, only to hear someone growling at him, racing towards him as fast as she could.

"Ben you dumbass" she cried out as she dived on top of him trying to wrap her fingers around his throat, accept Ben managed to grab her wrists and struggled to keep her hands away from him "you destroyed the charms, you destroyed the magical items that would've made us unstoppable"

"I didn't know they would break, I thought only magic stuff could break magic stuff" Ben grunted as he tried to roll Gwen off him only for her to roll back on top of him "I didn't think-"

"You've never done that before in your life so why start now" Gwen screamed cutting him off "if you thought I was torturing you before just you wait Ben Tennyson"

Gwen was suddenly lifted off Ben and into the air, she tried kicking and screaming but it did nothing.

"Leave that till later, we've got to go" Max put Gwen over his shoulder as Ben stood up, now neither of them were shouting he could hear the sirens of police getting closer "we don't want to be here when they arrive"

As they ran through the mess of the graveyard Ben saw a grey arm sticking out of a pile of rubble.


	9. Chapter 9

Anti-Ben 10 ch9: A small problem

They were finally here, the one place they were looking forward to the most in the summer trip, the one place Ben and Gwen could call a truce and truly enjoy themselves.

But to be allowed in side Ben had to promise no fighting to Max, he had to swear that he wouldn't pick, cause, start or make fights with anyone as long as they were there. Gwen had to be on good behavior as well but with her it meant not using people to buy her food and drinks, not to mention wear something appropriate.

In short they both had to behave as if their lives depending on it and with the look Max had given them, they believed it was.

It wasn't so much the water park that got Gwen and Ben to act like normal kids for a day, it wasn't the town or the people, it was the water slide it had. Not A water slide, The water slide. It had twists and turns that would confuse a person and disorientate them as they slide at 25 mph before being spat out at the end and belly flopping into a pool where if you got the most distance you got a picture taken and a record kept until someone broke it.

Ben specialized in breaking things.

_-Break-_

"What do you mean I'm too short?" Ben shouted as he measured himself against the height board "its not even half an inch"

"That's what she said" Gwen mumbled as she tried with little effort to keep a gloating smile off her face

"Sorry dude rules are rules, and I can't like, break them, for some kid" the employee had a spaced out look on his face that told Ben he wasn't on earth anymore, he doubted if he was in the solar system "my boss says I can't screw up again or else I get fired, it's harsh having your girlfriend as your boss, she tells me what to do at work and home. What was we talking about? Oh yeah, sorry bro too short"

"Don't worry Ben" Gwen patted Ben on the head as she measured herself against the height board "I hear the baby banana boats are fun on the smaller set"

Gwen laughed as she joined the line, Ben grumbled to himself as hid behind the large mast that had been set up on the ship-looking area

"They'll all feel small when Ripjaws turns up for a dip" Ben was about to press the button when he remembered what Max had said about causing trouble, then he saw the problem with his plan. If any of his aliens turned up and people saw them they'd go running and screaming and the place would be shut down and police would try to take him down. But that was only if they saw his alien, thinking about it Ben realized he had an alien that was easy to hide and ignore.

Pressing the button Ben smiled as he turned to Greymatter and tried slamming the screen down but it jammed not moving at all, he tried slamming it down again but still nothing. "Come on work you stupid advanced piece of alien junk" getting frustrated Ben swung his arm as hard as he could against the mast slamming the watch into it and forcing the screen to go down and after a bright flash of light Greymatter stood where Ben was previously.

"It's no fun being a micro-munchkin" he sighed as he looked around the now giant world "but it does have its advantages."

Looking around in case anyone was looking at him Ben ran as fast as the little body let him, hiding behind various objects just in case. As he ran towards the slide he saw a tall and thin man in a life jacket talking to the stoner.

"So if you could get someone from upper management down here I can start collecting soil samples" the skinny man said to the stoner who's name tag said Brad

"Uh what was your name again dude?"

"Howell Wainwright, I'm a researcher" he said proudly

"Whatever dude, my boss girlfriend ain't gonna let you do that. Plus if I call her up now I'll just get shouted at, she's just gonna call us both stupid. Next in line little dudes" Brad shouted as Gwen pushed her way past Howell.

As she did Howell looked down as her as she passed him, but he also saw Greymatter running across the floor as well.

"There did you see that? An alien" Howell pointed to where Greymatter had been, as Brad looked down he saw nothing "it maybe a remnant of that fateful crash"

Ben panted as he hid behind a mast, he could hear Howell talking and hoped Brad didn't believe him, as Greymatter he wasn't exactly built for quick escapes.

"Bro what are you on and where can I get some?" Brad asked as he turned back to Howell.

Sighing with relief Ben dashed out from his hiding spot and ran to where Gwen was just sitting down on the slide

"Hey, race you to the bottom large butt" Ben shout at Gwen as he jumped on to the slide and dived into the water and let it push him down the slide.

Twisting and turning Ben was thrown in every direction as he slide dow. The slide, shouting his enjoyment as he slide off the sides and splashed back into the water before suddenly being thrown out and landing in the end pool

"Now that rocked" Ben laughed as he broke the surface and spat out some water, suddenly a large shadow covered him, looking up he saw Gwen about to land on top of him "AAGH, Butt-zilla" he screamed as he swam as fast as he could as Gwen slammed into the water, the suction pulling Ben down as well.

Both of them broke the surface of the water at the same time and, after wiping the water off her face, Gwen look at the miniature Ben. "Grandpa's not going to like you going alien just to sneak on a ride, you promised not to cause any trouble"

"That's why I chose Greymatter, hard to see and easy to sneak. In a few minutes I'll turn back to normal and he'll never know, will he?" Ben glared at Gwen as if daring her to tell Max, but she knew that if she told Max her own day at the water park would be cut short

"We've got to towel off, or in your case, napkin off" turning Gwen swept some water at Ben with her hand, to Ben it seemed like a small wave and forced him backwards as some water got into his mouth.

"Cunt" Ben spluttered as he spat the water out, behind him Howell slowly raised himself out of the water without Ben realising he was there.

Grabbing with his hands from under water Howell raised Ben up to his face, Ben struggling to get out of the man's grip "there you are my little alien ticket to fame" Howell smiled

As he struggled Ben knew he wouldn't break the mans grip, Greymatter was too physically weak to do anything, that just left him one option and he hated it

"GWEN" Ben shouted at the top of his lungs hoping she would hear him, luckily even though she was drying her hair she heard his voice. Looking over to where it was coming from she saw Howell holding Ben

"Hey let him go, or I'll break you nose four eyes" Gwen threatened as she threw down the towel.

Not giving her a chance to make good on her threat Howell ran as fast as he could in the water and pulled himself out of the pool, Gwen closely following behind him but now there wasn't anything slowing him down Howell quickly made a gap between them, his long legs allowing him to stay ahead of Gwen's shorter legs.

As he passed an unattended cooler Howell dropped Ben in it and closed the lid, picking it up he ran as fast as he could to the exit narrowly missing Max and nearly running into him and making him drop the food and drink he was holding.

"Grandpa, that creep's got Ben" Gwen shouted as she ran past him, dropping the food and drink into a bin Max charged after Gwen, quickly passing her and closing in on the stranger who had Ben. Expertly dodging around people could see the man and just hear Ben over the murmur of the crowd, suddenly his lungs were on fire, his heart was pounding and his legs wouldn't hold his weight anymore

"I keep forgetting I'm not so young anymore" Max panted as Gwen joined him

"Don't worry, I'll get him" leaving Max behind Gwen ran between the exiting crowd and managed to get outside the water park just in time to see Howell get into his car and drive away, grandpa joining her as Gwen tried to read the licence plate, his face flushed.

"Don't worry we'll find him, somehow" Max panted resisting the urge to light a cigar, knowing it wouldn't help in in this situation.

_-Break-_

Across town Howell pulled into the garage of his home, as he did a motion-sensitive camera locked onto him following as he stepped out the car and to the boot where Ben was being held.

As Howell entered his home, even though he couldn't see them, knew there were motion lasers crisscrossing all around the hallway "security system off" he said as he walked, his shoes squelching squeezing out water onto his carpet. As he walked small motorized machines sucked up the dirt and water quickly then disappeared again into some holes in the walls

As he walked into the kitchen and placed the cooler onto the counter he spoke to the house again "lights: on, prepare: dinner"

The room illuminated itself and in the corner the microwave started up, cooking the partially defrosted meal-for-one.

A white furred cat jumped on to the counter and sniffed at the cooler picking up Ben's scent, it started scratching and pushing the cooler meowing loudly telling its owner it wanted whatever was in the large box.

"No no Ridley Scott, this one is all mine" Howell smiled as he picked up the cooler, raising it up out of the cats reach

_-Break-_

"If Ben is Greymatter now then he'll turn back to normal, then go Four-Arms and escape. Or smash the guys home to pieces. He might not even go alien that guy looked nerdy and wimpy to me, Ben shouldn't have any problem dealing with him" Gwen sat back in the passenger seat as Max sped down the road the scenery zooming by in a blur

"But if he went alien when you say he did, Ben should have turned back before he was taken" Max pointed out as he resisted pulling out a cigar, he knew he needed to cut back but after twenty years of heavy-duty smoking it's not so easy to quit just like that. He'd need to pick up some gum and patches when they had time, super strong ones.

"Which means there's something wrong with the watch, damn it I bet you every cent I've made this summer Ben broke it somehow, we told him not to mess around with it" Gwen sighed, she missed Ben really badly at the moment, she really need to punch and kick him for being a major idiot. "Well at least as Greymatter he's smart, he'll think of something"

_-Break-_

Ben slammed himself into the side of the glass container that was holding but with the added weight of the dictionary on top of it the container didn't even shake, he tried punching it as hard as he could but nothing happened except the bruising of his knuckles. What annoyed Ben the most wasn't that he'd been kidnapped or put in a glass container, it was that Howell watched him with eexcessive interest.

"So what's the name of your species? And what part of the galaxy do you come from? What's the name of your home planet?" Howell asked as he watched Greymatter try headbutting his way out of the container to no avail

"My species is called Fuck You, the part of the galaxy I come from is Up yours and my home planet is called I'm Going to Rip your Tongue Out Through Your Ear" Ben panted as he went back to punching the glass, Greymatter's head wasn't exactly designed for smashing against stuff.

"Amazing how a species so small can be so aggressive" Howell leaned in to get a closer look at Ben who turned his back on him, only for Howell to turn the container around so Greymatter was facing him again "are you the dominant species on your planet? Do you have any abilities?"

"Sure, let me out of here and I'll show you" Ben tried, hitting the glass wasn't working so his only option was to try different tactics. Only Howell didn't do anything but continue to stare at him annoying Ben even more. "Take a picture, they last longer" he spat as he flipped Howell off with both fingers.

"My thought exactly" Howell smiled happily as he pulled out his phone and chose the camera function, taking several pictures of Ben and his multiple rude gestures that had gotten him thrown out of his school classroom on several occasions. "Once they see these pictures they'll have to come and get us." Howell spoke more to himself than to Ben as he turned and left the room

"Hey get back here asshole and let me out" Ben shouted as Howell walked away "fight me man to... alien." Sighing Ben lent against the side of the glass container, even though Greymatter was his smartest alien he couldn't see anyway of getting away by himself. "Great, a thousand people at the water park and the UFO freak spots me."

Hearing a loud meow Ben saw the cat enter the room and lock its eyes on him, it sitting down when it decided it was close enough, a look in its eyes telling Ben it wasn't going anywhere soon.

"Stupid thing" Ben grumbled to himself, suddenly it hit him, he wasn't able to get out by himself and now here was something stupid enough he could use. "This could work" he smiled to himself "here kitty-kitty, I taste just like chicken"

The cat leapt up onto the desk and pushed itself against the container, over balancing it and knocking it onto it side, the book falling off and the container rolling over the edge of the desk and smashing on the floor.

"FREE" Ben shouted in victory "now he will rue the day he messed with Greymatter, nothing will stop my vengeance"

Hearing a loud sucking noise Ben turned around and saw a large self-moving, automated cleaning machine heading straight for him and the broken glass. Turning to run away from it Ben saw the cat land in front of him blocking his escape.

Looking from one to another Ben decided to go the route that didn't have sharp claws and teeth that could kill him. Leaping over the cleaning drones Ben ran as fast as he could as he heard the car cry out as the drone rammed into it giving Ben a head start, but the drones turned and gave chase following Ben out of the room and down the hall as Howell exited his study with an even larger grin on his face than before.

"Howell Wainwright, Alien Discoverer" he said out loud while imagining his name in various prints on several newspapers and shows "let the fame and fortune begin" as he entered the room that previously held Ben he saw the container, and Ben was missing. Crying out "NOOO" that could be heard by Ben as he ran into the kitchen with the cleaning drones.

As the lead drone closed in Ben panted hard as he ran as fast as the small body would let him, he knew he wouldn't be able to outrun it his alien brain told him the sensor alignment put in the category of an object small enough to be considered rubbish.

Seeing the handles on the doors Ben lept as hard as he could, which was a good distance for such a small body, and climbed up the door handles and on top of the counter well out-of-the-way of the cleaning drones. Looking down he saw the three drones zoom across the floor trying to find the trash object but quickly gave up, going back into the wall.

"That's one problem down, now to get out of here" Ben panted as he looked around the room, seeing a cordless telephone.

_-Break-_

Gwen sat quietly, and with a very bored look on her face, as Max drove the R.V, suddenly her phone rang. Quickly pulling it out of her pocket she answered it putting it on loud-speaker.

"Hello?"

"Gwen, it's me" Greymatter spoke into the phone

"Ben? You're still Greymatter?"

"Yeah, the stupid watch won't work and I'm too small to seriously punch the guy that kidnapped, I mean alien-napped me. You've got to find me and break his nose for me"

"That doesn't matter right now, where are you?" Gwen asked through the phone, looking around Ben saw a window. Picking up the phone and set it near it as he leapt up onto the window to get the best view he could

"Uh, there appears to be a mountain peak 13.2 miles due West at a vertical angle of 45 degrees"

"Brainiac, how about a street name?" Gwen shouted through the phone breaking Ben's connection to Greymatter's smart brain

"Oh yeah, it's Ripley" leaning on the window and squinting Ben tried to get a better read of it, suddenly alarms blared through the house and red light started flashing. A shutter started to slam itself downwards making Ben leap out of its way or become a grey stain to be cleaned up, unfortunately Ben slammed into the phone as he landed knocking it over the edge of the counter smashing into the floor. As Ben looked down at it he could see the various parts scattered over the floor.

Suddenly the alarm stopped blaring and the red light turned off, looking up Ben saw Howell standing in the doorway, he charged forwards and tried to grabbed Ben who leapt up on to his arm and ran up into Howell's short sleeved shirt and crawled around making Howell cry out as Ben pinched and bit him as hard as he could.

Crawling out the back of the neck Ben leapt and landed on the floor, running as fast as he could while Howell was still trying to find him in his shirt. Turning a corner Ben saw a ventilation grate with gaps in its pattern just big enough to squeeze through, as Ben got to his feet in the vent he heard the cover being removed and turned to a large hand getting closer and grabbing him

"Hand off Dickwad" Ben shout as he bit in the knuckle of Howell's thumb.

_-Break-_

Gwen pulled up a map on her phone showing her all the streets in the area with the name Ripley and it didn't look good.

"Ripley Street, Ripley Avenue, Ripley Lane, Ripley Drive. We don't have time to check them all out" Gwen zoomed out of the map, the only good thing was they were all back to back in a small area instead of being spread out.

"Do we have a choice?" Max asked as he gave into temptation and pulled out a cigar and quickly lit it, feeling the smoke fill his lungs Max started to feel his nerves calm and think a bit clearer.

_-Break-_

"Come on you stupid watch, what's your malfunction?" Ben groaned as he climbed up the ventilation shaft. Greymatter had his uses and not only in the brains department, his had a frog-like anatomy that allowed him to leap good distances and climb up things by sticking to them. "Probably something stupid like the DNA splicing replicator copying a fragmented amino-acid sequence"

Stopping Ben realized something, he hadn't just sounded or said something smart, he'd just something out-of-this-world smart "so this what it's like to be smart" he smiled as he continued climbing.

As he got to the top of the vent Ben heard something, the fan started to spin slowly at first but it quickly picked up speed.

"I'll teach you to blow me off" Howell said as he turned setting to high, listening as he heard Ben fly through the vents banging his way along it.

Seeing an opening Ben twisted as best he could and grabbed the grate, kicking the lock it dropped open showing Ben he was back in the kitchen. Taking a deep breath Ben looked around and saw Howell holding a broom.

"Gotcha" Howell swung the broom as hard as he could aiming for Ben, who leapt at the last second dodging it and shouting

"Think again cock-fag"

As he landed on a counter, before Howell could try to swat him again Ben jumped as hard as he could and landed on a cupboard door and crawled up it and into the sink, sliding down it and down the drain.

"If he gets away then the Organisation will come after me, or worse won't even take my calls any more. Come on Howell think" he said to himself as he tried to peer down the plug hole, looking around he saw the tap and had an idea, turning it on to full and filling the drain with water.

Unable to resist the pull and the force of the water Ben span out of control as he was washed down the drain, his little lungs not giving him a lot of time to hold his breathe and he knew he'd have to breath sooner rather than later. Seeing light shining through the water Ben looked up and knew it was a way out, and more importantly, oxygen that his body badly wanted.

Swimming as hard and fast as he could Ben could feel his lungs trying to expel the used oxygen that his body couldn't use. Breaking the surfaced Ben gasped gasped hard as he breathed out then gulped down fresh oxygen. "Finally, fresh air" Ben panted as he looked where he was, then realized he was in Howell's toilet. "This is so gross"

_-Break-_

Returning to his study Howell turned on his computer screens, showing the entire house through security camera's he'd put in himself.

"You can run alien, but you can't hide. This is my fortress of solitude" Howell smiled as he scanned the screens, moving the camera's backwards and forwards so they viewed the whole room and house. Out of the corner of one camera Howell saw something move, panning it around he saw Greymatter sitting on top of the fuse box and open the door. "What are you?" He asked as he watched Greymatter flip him the finger again then grabbing the main breaker switch dropped off the box, pulling the switch down with him and shutting off everything electrical in the house.

Sneaking back up into the main part of the house Ben his in a potted plant, moving a few leaves he scanned the room until he saw a cast-iron fireplace which had a chimney leading up and out of the house.

"Ah, my ticket out" Ben smiled as he made a dash for it, seeing a beam of light enter the room and travel towards him Ben quickly dived behind the couch as it passed him.

"Don't make this hard on yourself" Howell called out as he scanned the room.

Moving quickly and quietly Ben ran towards the fireplace, leaping upwards until a cover blocked his path. Pushing against it he could tell it wasn't going to move, noticing the lever to open it he pushed against that instead. It easily moved and opened the cover, soot and ash falling down as it did. Hearing the noise Howell turned the flash-light on the fireplace he saw the soot cloud, peering into it he saw Ben climbing up the chimney with his frog-like stickiness.

"I'll smoke you out if I have to" Howell shouted as he grabbed a box of matches and lit one, lighting the logs and watching as the flame spread across them.

The smoke traveled quickly up the ling thin chimney catching up and passing Ben in no time making him cough and choke. Looking up Ben saw the exit to the chimney and willed himself on, he could feel the smoke burning his lungs and making him cough viciously he tried holding his breath but it didn't help, his hadn't taken any oxygen in but all smoke and he couldn't breath anymore, he could feel his grip slipping as he coughed and wheezed until eventually he started falling towards the flames below.

_-Break-_

As Max and Gwen drove down the various streets they looked for anything that could give them a clue on which house was the right one. Glancing at a house Gwen did a double take as she saw a green car sitting in a drive way.

"Grandpa stop" she yelled out, Max slamming on the brakes and the Rust Bucket screeching to a halt "that's the car of the guy who took Ben" she pointed out.

"Well then this isn't time for subtly" Max turned the engine off and climbed out of his seat, the lack of his usual amount of cigars had made him short-tempered and if he rescued Ben then he'd be able to have a victory smoke, until then we was just going to send the guy that had stolen his grandson to hospital.

Charging out of the R.V Max made a straight line for the front door, charging at it and kicking it open with his full weight behind it "alright you son of a bitch" Max shouted "give me-"

He was interrupted as a dog charged and leapt at him, knocking him over as he grabbed it.

"That's it boy, take his face off" an elderly voice crowd out the house, an ancient looking women in an electric wheel chair moved into the hallway as Gwen peered into it. "I ain't givin' nothin' to him, get him boy go for the nutsack"

"This isn't the guy's house" Gwen said as she watched Max wrestle the dog, he grabbed by the throat to stop it sinking his teeth into him and held it off at arms length.

"You think?" Max struggled to stand and threw the dog at the women, Gwen slamming the door shut before either of them could recover.

Across the street Gwen so Howell being led by two men in hats, over coats and what appeared to be full body armor from England into a classy, posh looking car. A third held a see through box and in it she saw Greymatter.

"Grandpa, that's the guy" she shouted as she pointed across the street as all five got into the car and pulled out of Howell's driveway, and driving off.

"Come on, we need to find out where they went" panting Max ran back into the R.V followed by Gwen, turning on the engine he floored the pedal sending Gwen flying backwards as he tried to catch up with the car.

_-Break-_

Max followed the car as closely as he dared, keeping it just in his line of sight and never letting it get too close in case they noticed the big R.V following them. As the car drove through a large pair of iron gates surrounding a large mansion he was forced to stop.

"who lives here? The queen of England?" Gwen asked as she tried to look through the iron gates to the mansion but it was too far away to get a proper view of it.

"We'll park further away and sneak in, we need to get Ben back as soon as we can" Max said as he drove away.

_-Break-_

Inside the mansion Howell was led in a large room which held a solitary desk in front of a large stain-glass window, sitting behind the desk was a man in a full suit of armor but instead of having a normal featureless face for a mask his was gold colored and a spikey crown.

Howell stood in front of the desk as the containment box was placed in front of the man and watched as he examined Greymatter.

"A remarkable subject" the man said as he leaned closer to Ben who glared back at him and flipped him off

"So how we doing this?" Howell asked excitedly "joint news conference? Major talk-shows?"

"We prefer to keep such discoveries private" the masked man leaned back into his chair as a surprised look ran across Howell's face

"What are you talking about?" Howell stuttered over his words "we need to tell the world about this"

"Actually, we do not. Letting the masses know there is life on this planet that is greater than our own will cause mass panic, xenophobia and mass riots. We are grateful you informed us of this life form and you will be compensated, but this is where you leave"

As the leader talked a pair of men in what looked like hazmat suit entered the room pushing a high-tech trolley and placed Ben and the containment unit on top of it.

"Where are you taking him?" Howell asked as he watched the men and trolley leave the room via a secret doorway that wasn't there a second ago

"Our scientist are going to do a few scans and tests to make sure he hasn't gotten sick or picked up any diseases whilst on our planet"

"I've never been any good at tests, or quizzes for that matter" Ben cried out as he left the room, the secret doorway closing behind him.

"I've found him he belongs to me" Howell lent against the desk and glared at the golden face mask, finding it slightly unnerving that he couldn't see his face.

"He is a living sentient being, he belongs to no one. I suggest you take your compensation, and go"

_-Break-_

Outside on the grounds Gwen and Max hid in the bushes as a man in a suit of armour and carrying an energy lance passed them.

"This isn't a house it's a fortress" Gwen whispered as she looked across the grounds and saw the various guards patrolling their areas. "Are they having a masquerade party or something?

"They call themselves 'The Orginisation'. A well-financed secret society dedicated to studying and helping alien life and technology" noting the confused look on Gwen's face Max quickly added "when you've been around as long as I have you pick up a few things."

"Grandpa what aren't you telling me?" Gwen asked as Max scanned the area

"Later Gwen, right now we need to get inside and get Ben. No one's looking come on, we need to climb that tree" Max brushed aside the question and ran from the bushes with Gwen quickly following him.

As they got to the tree Max helped Gwen to climb to the lower branches before climbing up after her. As they hid among the higher branches and the leaves they watched as the guards patrolled the mansion.

"You ready?" Max asked Gwen when he couldn't see anymore guards

"No, but I don't suppose it matters does it?" She asked as she followed Max and began walking across a thick tree trunk that stretched to the edge of the mansion's wall. As they got closer to the edge of the tree branch it started to creak and bend under their weight until they leapt off it and grabbed the edge of the wall, pulling themselves up and on to the walkway, Max landing roughly while Gwen landed lightly on her feet.

Hearing a clanking noise stop in front of him, Max looked up to see a guard standing in front of him "we too late for the tour?" Max asked before sweeping the guard off his feet making him drop his staff.

Both Max and the guard quickly got to their feet and as the guard tried to kick Max he grabbed his leg and swung him as hard as he could slamming him in to the wall. Tackling Max the guard knock onto the floor and was about to punch him when he heard someone shout

"Hey metal head"

Looking around the guard saw Gwen rushing towards him spear in hand and swung as hard as she could, slamming it against his head.

_-Break-_

Down in the labs of the building a man in a hazmat suit entered a code to the door to the main lab, the keypad going from locked to unlocked, when suddenly he slumped forwards unconscious. Behind him stood Howell, fire extinguisher in hand.

"Compensation huh? I'm not leaving here without my alien, and my ticket to fame and fortune" Howell dropped the fire extinguisher and dragged the unconscious man to a secluded corner where he started to remove the suit.

Once he was wearing it Howell entered the main lab where a scientist was preparing a machine positioned above a table where Ben had been strapped down.

"This is a simple bio-scan, the more you move the longer it'll take" the man said to Ben as he watched him struggle against the restraints "the sooner we get this done the sooner you can go back to your home planet"

"I'm telling you this is my home planet, I'm human" Ben cried out and even though he couldn't see the mans face, he could tell he didn't believe him at all.

Without saying a words Howell walked up behind the man and used the fire extinguisher to repeat the same move, hitting him across the side of the head. Pulling off the mask Howell dropped the extinguisher as he started fiddling with the controls.

"What are you doing here?" Ben asked as he felt his restraints loosen

"I'm not letting my ticket to fame and fortune get blasted off planet," reaching out Howell grabbed Ben before he could leap away "even my own mother laughed at me for believing in aliens, now we'll see who has the last laugh, when I'm living in my big home and with my large bank accounts."

"Dude I'm sure if you see a professional, you'll still be all the different kinds of crazy. Let me go and I won't have to hurt you, but I still might anyway" Ben threatened as he tried to pries open the fingers

"Hurt me? You can't hurt me, no one can stop me from revealing the truth to the world. And making a lot of money on the side" Howell had a crazed look on his face that worried Ben, he'd seen it before when the nerds he was bullying finally snapped and fought back, getting a lucky hit in and giving him a bloody nose. Of course he gave them a broken nose and time off school to recover from their wounds. Normally it wouldn't worry Ben but when you barely six inches tall being held by a man nearly six feet Ben had to admit he had a slightly problem.

"Hey what are you doing?" A voice shouted as two more men his hazmat suits entered the room and charged straight at Howell, forcing him to drop Ben and try to push the two men off him.

Taking to chance, and thanking which ever god or devil loved him, Ben ran out the room as fast as his little legs would let him. Entering a hallway to the main building as a secret panel started to open and, without checking around the corner to see if it was clear, ran straight into Gwen's leg.

"Ow, son of a whores tit" Gwen cursed as she grabbed her shin, looking down she saw a dazed Greymatter laying on the floor "Ben!"

"Gwen? When did you become a giant?" Ben asked in a woozy voice as Gwen scooped him up in both hands

"We'll save the family reunion till later, we have to leave" Max said as he turned back the way he and Gwen had just come from, retracing his steps to lead them outside.

Hearing the armor clanking down the hallway Max skidded to a halt, looking around he opened the nearest door and signaled for Gwen to follow him, closing the door quietly after them.

As they entered the room lights started to come on automatically showing them the various alien gadgets that had been put on display like a museum, there were signs that parts had been taken off and replaced.

"Look at all this alien tech" Ben gasped as he looked around the room, as soon as he looked at something his brain told him what it was and what it did, even if he couldn't actually say the name. "These guys have no clue what they've got here, no wonder they can't reverse engineer any of this" Ben continued to look at the alien tech as Gwen and Max walked through the displays. "Some of this stuff could fix the worlds problems, accept for that. Why they tried reverse-engineering a juicer I don't know" pointing to something that looked like an warp-engine from a sci-fi show.

"Which problems?" Gwen asked as she stopped in front of one the looked like a thick metal gauntlet

"Pollution, energy, food shortage, ozone layer, alternate fuel source." Ben spouted out the short list before he could stop himself "though I think the problem is this tech is beyond them, if any of these are used incorrectly the energy matrix would overload and de-stable the out-put causing an accessive build up of matter/anti-matter in the transmutater causing them to explode in a five mile radius, minimum"

"I have no idea what you just said, but a five mile explosion is always bad" Gwen stared at Ben, this wasn't the first time he'd talked about something she didn't understand, like his stupid video games or comic books, but this was the first time she didn't understand smart-talk coming from Ben.

"Hey I'm the one that said it and I don't even know what I said" Ben sighed, the brains came in handy but he was seriously bored of being Greymatter.

On the opposite side of the room a large door opened and several of the guards entered, including the golden masked leader.

"Spread out and find the alien" he ordered his men, behind him Howell was dragged into the room by two guards that restrained his arms.

Max and Gwen knelt down behind a large piece of alien tech so not to be seen as a guard clanked past them, each guard checking the ground looking for the tiny grey alien.

"Great, now what?" Gwen whispered as the room was nearly full of armored guards, each carrying a sword or spear.

Looking around Ben's brain gave him a detailed plan on the best way to escape, allowing them to easily dodge the guards, get outside and to the Rust Bucket before anyone realized they had gone. He then dismissed that plan and had another idea.

"They were going to blast me into space, now I'm going to blow up their home. Gwen grab that pulse hyper core, grandpa the dilenium capacitor." Ben pointed to the two object getting confused looks from them

"You said they'd make a five mile explosion" Gwen whispered angrily

"This is Greymatter talking, as long as I don't fully activate them I can overload the core into a controlled explosion. Now do it" Ben ordered

With worried looks on their faces Max and Gwen stayed low as the left their hiding spot and grabbed the items Ben had pointed out, as they returned to their spot Ben leapt up on to one of the pedestals that held a large piece of alien tech.

"You two need to get out of here" Ben told them

"What about you?" Gwen asked, suddenly a laser blast hit the pedestal, looking over their shoulders they saw a guard pointing a spear at them.

Before he could get another shot off or say anything Max tackled him to the ground and grabbed the spear, hitting him across the head before turning it on the other guards and firing at them, keeping them from getting closer.

"I'm going to connect these to that," Ben pointed to the large alien tech that had what looked like a small door at the base "this where small comes in handy, now go I'll meet you outside"

Nodding Gwen turned and yelled at Max to get his attention, signalling for him to follow her. Ben grabbed the capacitor and core and dropped them into the large alien tech and jumped in after them. Once inside he pushed the cube shaped capacitor into the right connection port which powered up the circuitry inside, he then turned and disconnected an important looking cable and connected it into the core, as soon as he did he could hear the energy build up around him.

"That reaction will decimate the mansion" the golden faced leader said as the alien tech started to glow and whine, spitting off small sparks of energy "everyone out now"

Waiting till everyone had left the room Ben leapt out of the overloading tech and onto the floor, as he began to run he heard a familiar beeping sound and with a bright flash of green light Ben was Ben again.

"Finally" Ben cheered as he picked up his pace and ran as fast as his now longer legs would.

_-Break-_

Outside Max and Gwen watched as energy started to build up around the mansion, neither could see Greymatter anywhere and were worried the little grey alien wouldn't be able to outrun the blast.

Suddenly Ben leapt through a window and rolled as he landed on the ground before racing towards them as the house began to crumble under the energy, it getting sucked up to the centre of the area before a bright light and an explosion knocked them all off their feet.

"What did I tell you? Controlled explosion" Ben laughed as he picked himself up and dusted his shirt off.

"Why did you leap through the window when there was a perfectly good door?" Gwen asked as Max helped her up

"Duh the house about to explode, it's what you do" Ben laughed

"Come on, we need to go before anyone decides to come back" Max said stopping a potential fight before it got started.

As they started walking across the grass to where the R.V had been parked. The same looking car that had picked Ben and Howell up stopped on the driveway where the mansion was moments ago, inside the golden masked leader sat in the back with a computer screen in front of him with frozen segments of security footage on them showing Max's, Gwen's and Ben's face.

"Find out all there is to know about these people"


	10. Chapter 10

Anti-Ben 10: Side Effects

"Yee-Haa" Ben cried out as he drove a motorbike, or more accurately, drove as a motorbike having gone Upgrade and hijacked it. He knew he was going to get in trouble with Max but he was so bored as Gwen bought and tried on new clothes, shoes, make up and other girly things that he had to get some excitement or he'd die.

He could see in his mirrors the Rust Bucket trailing him and doing a good job of not loosing him but if Ben was going to get in trouble he always went the whole way. weaving in and out of cars Ben laughed as he tried to lose the R.V, only succeeding once he turned a corner and parked himself between a truck and a car, the R.V passing the turning.

"Oh man I can't wait to get my own bike," Ben laughed as he pulled himself off the motorbike "now there's got to be something else I can do"

Looking around Ben saw a symbol he recognised on the back of the truck he'd park behind "well if grandpa's going to kill me I might as well have a good last meal" he smiled as he pulled open the back of the truck, inside it was box upon box of his favourite brand of ice cream and he was going to enjoy all of it.

"It was around he we lost sight of Ben, where do you think he is?" Max asked Gwen as he stepped out of the parked R.V and looked around the area, he saw the bike he recognized as the one Ben had taken but Ben himself wasn't anywhere to be seen.

"Hm, a hot day, a successful road race and managed to disappear" Gwen said out loud as she saw the truck "I think I know where he is"

Smiling Gwen led Max to the truck with the ice cream symbol on its side, checking the back she opened it and sure enough Ben was there, sitting and shivering on the floor with empty ice cream wrappers and sticks all around him.

"T-T-T-Totally worth it" Ben shivered as he took a bite out of his current ice cream, only to sneeze and spat it back out onto the floor.

Back in the R.V Ben was wrapped up in a thick blanket with a thermometer in his mouth, Max had foregone the large speech and punishment until he knew Ben was ok. As the electric thermometer began to beep Max took it out of Ben's mouth

"101" he read the temperature aloud "sorry Ben it's official, you have a summer cold"

"Maybe next you'll think before having snack time in a frozen box" Gwen smiled taking pleasure in anything that made Ben uncomfortable "oh my mistake, you don't have the brain cells to be able to think"

"Laugh it up, I'm going to make sure you catch this" Ben sniffled as he felt snot run out of his nose, grabbing the nearest piece of Gwen's clothes he wiped it off his face

"Hey that's my new shirt, it cost 300 dollars" Gwen shouted as she slapped Ben around the back of the head and pulled her shirt out of his hands.

"Perhaps you'll think twice before leaving your new clothes just lying around" Ben smiled, his head felt stuffy his nose was running and his throat felt like he'd swallowed sand paper and the slap around the head only made him feel worse, but it had been worth it.

Reaching into a cupboard Gwen pulled out a box and placed it on the table and started pulling out it's contents. "Cold tablets, decongestants, cough surpresent, hospital mask. Ok I think we're safe" she smiled

"I don't need all that junk" Ben groaned as he sat up, snot running out of his nose

"They're not for you dumb ass they're for me, once a bug like that gets out there's no stopping it" Gwen pulled the mask on as Max pushed Ben back down

"Why don't you just lock me up somewhere till I'm all better" Ben complained

"Can we grandpa? Pretty please? I won't complain about your cooking for the rest of the summer, I'll even eat some of it" Gwen pleaded as she smiled behind her mask

"All Ben needs is some of my famous San-Shu Yen Pe Yen cold remedy, let's go Chinatown is just down the street" Max smiled as he stood up, oblivious to the worried faces of Ben and Gwen.

-Break-

"It's so hard to find fresh P-tigerdon fruit anymore" Max sighed as he looked at the jar containing the fruit, it'd taken him nearly an hour of searching up and down Chinatown while dodging the festivities "it's all freeze-dried these days"

"We could've stopped and got a milkshake" Ben complained as they walked back to the R.V "my throat is killing me"

"No need, this will coat your throat and make it feel like silk" Max smiled as he opened the jar and held in front of Ben's nose, who could feel the smell burn its way through his blocked nose and down his throat making him cough violently.

"Are you sure that still will cure and not kill me? Ben asked as Max laughed and resealed the jar

"I thought grandpa was going to punish you by doing the washing for a week, but this much better" Gwen gloated as they passed an old run down building which had a sign in front of it telling everyone it was part of a project to fix it up and make it livable again "being forced to drink one of grandpa's crazy concoctions is the worst punishment I can think of"

"I won't have to drink it if I don't have a cold" Ben sniffed as he wiped some snot off his face with his arm before activating the Omnitrix "I bet one of these guys can get rid of it in seconds"

"Don't be stupid, who knows what that cold's going to do to your aliens" Gwen went to grab his arm but realised it was covered in snot and hesitated, giving Ben the chance he needed

"Come on Heatblast" slamming down on the watch a bright flash of green light covered Ben and in his place now stood Wildmutt who slobbered and drooled worse than usual, around his scent gills was a thick ooze that was crusting around the edges.

Ben started howling and roaring as he scratched at the ooze and rolled on his back trying to scratch something that he couldn't reach.

"Ben what are you doing?" Max turned and watched Ben as he jumped up onto his feet and started to shake his head sending drool flying in every direction

"Hey watch it dog breath" Gwen shouted as she protected her face from the drool, Ben grabbing his head as she shouted.

Suddenly Ben charged through the large fence that surrounded the old building and jumped through one of the boarded up windows disappearing from site.

"What's wrong with Ben?" Gwen asked as she looked through the hole Ben had made

"His cold must be affecting his alien form, did you see the way he acted when you shouted? Not to mention the stuff on his neck" climbing through the hole Max and Gwen chased after Ben, Max lifting Gwen in through the broken window then pulling himself in.

Inside the house was completely ruined, the floorboards creaked the wall paper had rot growing on it but thanks to the dark shadows it was a lot cooler than outside. Max and Gwen tread carefully as they searched the house, gingerly putting their weight on the old, and some rotting, floorboards which creaked with every step.

"Where do you think Ben is?" Gwen asked as they walked up the narrow stair case.

"probably somewhere cool and quiet, I think it hurt him when you yelled at him" Max felt his foot nearly go through the rotting wood "so when you see him don't shout or he'll run through a wall and probably bring the house down around us"

Searching the top floor rooms Gwen found Ben huddled in a corner still trying to scratch the ooze off his neck and shaking drool and slobber everywhere, both Max and Gwen approached him quiet and carefully.

"Ok Ben just keep calm, all you need to do is wait till you turn back" Max spoke gently as he got closer to Ben

"It's too bad we haven't got a muzzle" Gwen complained as she moved her foot to avoid a flying glob of drool, as she looked at the floor that's when she noticed all the different kinds of bugs crawling on the dark surface. "Er, grandpa" as she took another step she watched as the bugs moved out-of-the-way her foot.

"Hold on Gwen" Max felt Gwen grab onto him suddenly, as he turned to fave her that's when he saw her looking at the floor with worry on her face. Looking closely he could just make out the bugs moving over and around each other.

"What are you doing here?" A rasping voice asked behind them, turning they saw a man wearing a thick jacket with a hood covering his face.

"Who are you?" Gwen asked the hobo, even though he was on the other side of the room she could smell him

"What are you doing here?" The man asked again ignoring Gwen's question

"Our uh, dog, is sick and ran in her by mistake" Max moved Gwen behind him as he spoke placing him between Gwen and the homeless guy

"This place isn't safe for you, you must leave" the man moved closer as he spoke, the bugs moving so not to be stepped on "this is our home, only we belong"

As the strange man got closer Gwen tried to see under his hood, lowering her head and looking up seeing his face clearly, along with all the bugs that was crawling all over it. Shocked and surprised Gwen was unable to stop herself screaming out, which was followed by a loud roar and a blur of orange as she was pushed to the floor as Ben leapt over her and at the mysterious bug man.

As soon as Ben touched the man cockroaches started to crawl up onto him, as they slammed into the floor the rotten wood gave way un their weight and they were sent crashing into the room below where Max and Gwen could hear the roaring of Wildmutt and the grunts of the man as they fought.

Pulling Gwen to her feet Max yelled "we have to go" as he ran for the door dragging Gwen along with him. Around them the house began to shake and crumble as Ben and the bug man crashed into, through and smashed the floors, walls and ceilings. As Max ran down the stairs he felt his foot step through the rotten stair he'd stepped over earlier, as he crashed through the rest of them he dragged Gwen down with him. Thankfully neither was badly hurt as they crashed into the ground floor only a few splinters jabbing into them, pushing the wood off them Gwen grabbed Max by the arm

"Come one grandpa, we're nearly out" she cried as Ben slammed through the ceiling in front of the door. All around them the house was creaking and falling apart, unable to support itself anymore after the damage done to it. All around them chunks of wood and plaster fell onto them as Gwen struggled to get Max to raise to his feet "grandpa it's about to collapse" she pleaded

"Stay down" a voice called as the bug man landed in front of them his stench instantly hitting Gwen and over powering her. A second later a large dome of bugs surrounded them and covered them in darkness as they heard the house continued to collapse and fall around them.

When it went quiet Gwen could hear the bugs moving around her, another sound picked up but it was different from before like things were being moved instead of being dropped. Less than a minute later the bugs opened up to show sunlight and fresh air, which Gwen gulped down eagerly, as they looked around they could see the whole house had collapsed in on itself with barely the corners of the house standing.

As the man moved away the bugs moved with him, moving over and under the rubble with ease.

"Where are you going?" Gwen asked Max rubbed his head

"I am Clancy, We must find your... dog" Cletus said as he continued to walk away. As he disappeared around the corner a large slab of rubble was flipped and Wildmutt roared in freedom, a second later a bright green light flashed and Ben stood in the rubble.

"I have the worst headache" Ben sniffled as he leant against the rubble.

-Break-

"Here Ben, drink this" Max held a pack of ice to the back of his head as he passed Ben his famous San-Shu Yen Pe Yen cold remedy, the stench of it instantly cutting through his blocked nose.

"Ugh just when I thought this couldn't get any worse" Ben held the jar the held the cold remedy at arms length.

"Don't worry it smells worse than it taste's, or is that the other way around?" Max asked himself but brushed it aside for the moment. "It's not just you I'm worried about, your bug has spread to all of your aliens, as Wildmutt you practically went feral"

"I could barely see anything, and I couldn't smell at all, guess I kind of panicked" Ben weakly chuckled

"There's no telling how it's going to effect your other aliens, I want you to promise me not to go alien again until your cold is gone, understand Ben?" Max made sure Ben understood he was serious, as Wildmutt he wrecked an old house but who knew what he'd do as someone like Diamondhead or Upgrade.

"Fine, I promise" Ben sighed, taking a deep breath Ben chugged down as much of the remedy as he could in one go finishing about half before it became too much and he started to cough violently.

"Don't worry, after ten or so doses you get used to it" Max smiled as he patted Ben on the shoulder, removing the ice pack from the back of his head he felt the bump. It'd gone down considerably and he knew he didn't have concussion so he was safe to drive "strap yourselves in, we 're hitting the road" Max told Ben and Gwen as he dumped the ice bag in the sink, he wanted to get out of the city quickly before Clancy decided to come and ask them questions about their 'dog'. For that he'd have to take the road going past the nuclear power plant.

-Break-

Ben sat up front of the R.V with Max as he drove, the A/C in the motor home on and pointing at him but he still felt cold.

"Turn the heat up grandpa, I'm freezing" Ben's teeth chattered as he spoke, running his arms to try and warm them up

"It's already on max but you're shaking like an earthquake, perhaps you should get some rest in back, and make sure to finish the cold remedy" Max suggested

"S-sure, I'm feeling a little groggy" Ben sniffled unclasping his belt, he slowly made his to the back of the Rust Bucket and pulled the thick blanket over himself. He eyed the San-Shu Yen Pe Yen cold remedy and felt his stomach turn, if he had to drink any more of it he might actually throw it back up, hopefully all over Gwen.

"Grandpa wants to know if you've finished his cold cure" Gwen stuck her head through the curtain separating the back of the R.V from the rest and sae the half full jar

"I don't know what's worse, the cold or the cure" Ben groaned as he opened a draw and placed the remedy into it and closed it. "What grandpa doesn't know won't hurt me"

Smiling evilly Gwen yelled over her shoulder "he's drank it all grandpa, but it looks like he could do with some more"

Before Ben could complain Gwen's head disappeared through the curtain, he could hear Max saying "as soon as I find a spot I'll pull over and make some more, he'll be right as rain soon enough"

Knowing he'd run out of hiding spots before Gwen lost interest in torturing him Ben tried to think of something, but his head felt slow and groggy and nothing came to mind on how to beat a cold bug. Then a thought struck him.

"If you want to get rid of cold, all you got to do is add some heat"

He knew he'd get an earful for breaking the promise but Ben knew a creature made of fire would easily burn off a cold bug, what was the worse that could happen? Activating the watch Ben turned the screen until he found Heatblast and slammed it down, almost instantly he knew something was wrong. As Heatblast Ben had a constant warm feeling over his body that stopped him being cold in all conditions except the extreme cold, but now he felt frozen from the inside out and he needed to warm up fast. He looked at his body and saw instead of being its usual red and yellow flame he was now ice blue, and feeling colder by the second. He looked around for something, anything that could make him warmer but there was nothing and it was starting to drive him insane. Every fiber of his being told him to warm up and fast, he looked around again then saw it out the window, the nuclear power plant.

Ben knew from watching movies that a power plant produced a lot of heat because of the core at the centre, if he could get close enough to it he'd be able to absorb the heat from the reactor and feel warm again. Punching the glass Ben leapt out of the moving R.V and rolled as he hit the road, hearing the R.V screech to a halt.

"N-n-need to w-w-warm up-p-p" Heablast stuttered as he aimed his hands downwards, instead of his usual fire blasting him upwards he shot out a thick pillar of ice that carried him up the hill to the power plant.

Gwen and Max looked out of the broken window and watched as Heatblast was carried up to the power plant, as the watched the sky they saw a large swarm of bugs fill the sky and chase after Ben.

- Break-

As Max and Gwen entered the power plant they saw all the staff had evacuated and there were signed of a fight everywhere, parts of the floor and walls had been frozen and other parts had holes smashed into them. following the destruction Max and Gwen found a blue Heatblast that was shooting ice out of his hands fighting Clancy and his bugs.

"L-leave me a-a-alone" Ben yelled as he tried to run past Clancy aiming to jump through the windows leading to the reactor only for his leg to get caught in mid jump by the horde of bugs and slam him into the control console.

"Come on, we need to check the reactor" Max shouted over the alarms now blaring

"But what about Ben? Heatblast is seriously messed up, he's shooting ice instead of fire" Gwen pointed out as she ran along with Max.

"I know but there's nothing we can do, we'll let Clancy distract him long enough so we can make sure the reactor doesn't overload then we'll have to wait till Ben turns back to normal" Max panted.

As they entered the reactor room they were hit by the heat immediately sweating, as they looked at the reactor they could tell it was glowing too hot to be normal. Rushing over to the controls Max tried his best to respond but nothing worked, the fight going on in the main control room must have damaged the entire system.

"How do you know what your doing?" Gwen asked as she wiped sweat off her brow "You pick these skills up in your years as a plumber as well?"

"Not now Gwen" Max answered agitated, unless he could get the core to cool down in the next few minutes the entire city was going to be destroyed and become uninhabitable.

Suddenly there was a crashing noise above them and as glass rained down on the floor Max and Gwen watched as Ben and Clancy, who was protected by his bugs, fell to the floor.

"W-warmth" Ben stuttered as he dragged himself to the reactor, placing a hand on the metal he started to absorb the heat and started to feel better, his body wasn't as cold any more and started to feel like he usually did as Heatblast.

Suddenly he was pulled away and thrown against the wall as Clancy stood between Ben and the reactor, the heat rising again. "We won't let you mess with this reactor" he said as the bugs swarmed around like a giant battle suit.

Struggling to his feet Ben faced Clancy and pointed both hands at him yelling "Stop Getting In My Way" and blasting him with as much ice as he could make, it growing to wrap around Clancy, his bugs and the reactor, steam instantly coming off it and filling the room as Ben dropped to his knees and collapsed.

"Temperature's returning to normal" Max told Gwen as the alarms stopped and the devices showed the heat levels returning to green.

-Break-

Ben woke to find himself back in the R.V, he groaned slightly as he sat up and took a deep breath. That's when he realized he had no trouble breathing; his blocked nose was gone, his throat didn't hurt and his head was clear.

"Alright my cold is gone" he laughed as he jumped out of the bed, pulling the curtain back Ben was met by a fist traveling fast towards his face and slamming into his nose. Sending him stumbling backwards.

"Ben's awake grandpa" Gwen shouted as she smiled and cracked her knuckles

"What the hell was that for?" Ben asked as he covered his nose, it wasn't broken but was still bleeding.

"You mean you don't remember that part where you broke your promise to grandpa, broke the window, broke into a nuclear power plant and smashed its controls, and not to mention, nearly blew me and grandpa up along with the city" Gwen sniffed slightly and pulled out a tissue and wiped her nose "I can't wait to see what your punishment is, I'm going to enjoy every second of it"

As Gwen sneezed a couple of times Ben smiled, opening the draw he put Max's famous San-Shu Yen Pe Yen cold remedy and pulled out the remaining half.

"Here, this should help" he teased as Gwen blew her nose.


	11. Chapter 11

Anti-Ben 10: Secrets

High above the Earth in its Commander Vilgax watched several news reports on the various sightings of aliens stealing and destroying anything that got in their way. The only thing linking the aliens together was a symbol each of them, a black and white symbol that located on different parts of the body for each alien. The Earth media had no clue where they came from but Vilgax did, he knew whoever was wearing the Omnitrix was using it for their own personal gain and he was sent to collect the Omnitrix to stop such things.

"If you wish sir we can send out more drones to collect the Omnitrix" the robot officer said as it and Vilgax watched the latest robbery from the crystalline alien

"No" Vilgax's voice rasped as his healing chamber opened, steam and mist flowing from with in and covering the view of him. It had been weeks since he survived the explosion and was put into the healing tube. But now he was fully healed and stronger than ever, and after watching the aliens made sure he had an advantage to all their abilities. "It is time I played a part in this, I shall collect the Omnitrix myself"

-Break-

Ben gave a loud yelp as he woke breathing hard and sweating, not even a second later a light turned on and Max opened the curtain separating the back of the R.V.

"Another nightmare Ben? He asked yawning as he stood in his shorts and vest

"It was that weird alien from my vision, only this time he was bigger and uglier" Ben wiped the sweat of his brow as he heard Gwen grumble below him

"You sure you weren't looking in a mirror?"

"It was just a bad dream" Max patted Ben on the shoulder and turned to go back to the front part of the R.V "we can talk about it in the morning"

"It seemed so real" Ben sighed as he flopped into his pillow "he looked straight at me and said 'I'm coming for the Omnitrix now, do not resist'"

Max froze as he heard Ben talk, knowing if they waited any longer they wouldn't make it in time. "Change of plans, we're hitting the road right now" pulling on his jeans and hiawan shirt Max headed for the drivers seat

"Grandpa its three in the morning" Gwen complained as she wrapped the blanket around herself and sat up "you can't be serious"

"Very, it uh, the best time to beat the traffic" turning on the engine Max didn't give Gwen or Ben time to ready themselves as he started to drive, leaving the campsite and getting on the road as fast as he could without drawing the attention of the police.

"I'm never going to get any beauty sleep like this" Gwen moaned as she flopped back down on her bunk and pulled the sheets over her head

"You might as well be in a coma then" Ben laughed feeling Gwen hit the bottom of his bunk

_-Break-_

"hey grandpa what's with the lead foot?" Ben asked as watched the scenery zoom by in a blur, buffalo were brown smudges as they passed his vision and the green fields were once big green mass merged together.

"I want to get to Mt. Rushmore before nightfall" Max spoke quickly as if finishing his words would get him there quicker but all it did was confuse Ben as to why he was in such a hurry

"This seem weird to you?" Ben asked Gwen as he laid back on the seat

"This whole summer has been weird, ever since you got the watch it's either been some robot-thing trying to squish you, other aliens wanting to take the watch from you or some weird, freaky human trying to pick a reason to fight you" Gwen focused more on filing her nails than talking to Ben, she'd just learned to go with it than to question it.

"Yeah I'm pretty awesome aren't I?" Ben smiled as he remembered each fight, heist and reward he'd gotten to far from the watch, but it didn't solve his problem of being bored at the moment. "Hey give me your laptop, I want to play a game"

"Can't"

"Why not?" Ben asked as he sat up and watched Gwen check the length of her nails

"It's not actually I can't but won't, but I'll make you a deal." Gwen put down her nail file and blew her nails clean "I'll give you my laptop if you can give me the magic charms you destroyed"

Ben looked confused for a second then he remembered what Gwen was talking about, he remembered Hex, the various gargoyles and of course, accidentally smashing the charms.

"How am I suppose to do that? Put them back together with super glue?" Ben asked as Gwen switched hands and started filing her nails

"Your problem ass-muncher, no charms means no laptop" Gwen smiled as she turned in her seat and put her feet up, even something small like denying Ben his video games was entertainment to her and that would stop her from being bored.

Groaning in frustration Ben went back to looking out the window and watching the blobs and blurs zooming past, the urge to fight, smash and steal something was growing and he couldn't destroy the Rust Bucket or Max would kill him and no one would find his body.

That's when he noticed a city on the other side of the field, on foot it was nearly an hour away but with the right alien he'd be able to get there in minutes. Standing up Ben walked nonchalantly to the door and activated the watch. "Hey grandpa, I'll meet you at Mt. Rushmore" he shouted as he slammed the screen down, turning into Heatblast.

Opening the door and jumping out Ben blasted his flames downwards and flew through the air like a rocket as the R.V screeched to a halt.

"Ben come back" Max shouted from the door but Ben was already out of ear shot, slamming the door shut he ran back into the drivers seat and slammed on the acceleration, taking the soonest turn off to the city

"Grandpa what's wrong? Ben will do some damage then come back" Gwen pulled herself into the seat next to Max and held on as he took the turn sharply nearly sending her flying out of her chair.

"Now isn't the time for Ben to be using the watch" Max stared straight ahead not taking his eyes off the road

"Grandpa what do you know? You've been acting weird since Ben told you about his dream"

_-break-_

In the ship of Commander Vilgax alarms blared as several screens activated showing the symbol of the Omnitrix

"The Omnitrix has been activated, begin trace immediately" Vilgax ordered as he stood up out of her chair and loomed over everything "prepare my transport and take us, send the co-ordinates to me as soon as the trace is complete"

_-Break-_

Ben laughed as people ran from him as he sent a fireball towards a car, watching it explode and sending scorched glass and shrapnel in every direction.

"Now this is entertainment" Ben smiled as he locked his fingers and cracked his knuckles, making a fireball in each hand and throwing them into two random buildings. Watching as the glass blasted outwards from the explosions Ben suddenly felt something hit him in the back making him stumble, looking over his should he saw a pair of drones flying towards him.

"Heh, just what I needed to make this more fun" Ben chucked, turning he charged at the drones dodging left and right as they fired at him. As they were about to slam into each other Ben skidded underneath them shooting his flame upwards and hitting them both dead-on melting the metal and making the circuits explode, righting himself onto his feet Ben began running again as he saw four more drones heading towards him. He threw fireball after fireball at them as they fired at him but as several of his fireballs took down a drone none of their shots hit him, running up and jumping off a car Ben thrust both arms forwards and created a large blast of fire engulfing the drones and pushing him back slightly as they exploded.

Skidding backwards as he landed Ben looked up and saw at least twenty drones surround him, all pointing their lasers at him. Aiming his hands downwards Ben blasted himself up into the air with the drones quickly following him, when he was above the buildings Ben cut off his fire and clenched his fists, as the drones surrounded him again Ben let loose producing a giant sphere of flame that represented a small sun going super nova hitting the drones and melting them, causing a few to explode.

As Ben landed back on the ground parts of the drones crashed around him like fragments of a meteors, he panted as he looked at his work and felt proud, he hadn't done anything like this since he found the watch and started the forest fire. He was about to fly off towards Mt. Rushmore when something flew towards him through the smoke and dust sending him flying and pinning him to the side of a building, as he struggled to free himself Ben heard something large and heavy moving towards him and as it moved through the smoke Ben saw it was a giant red sphere with tread marks on its middle so it had grip when moving.

As it stopped Ben saw it split itself from the middle and stretch, revealing a hidden compartment in the middle for a person or creature to sit in. As the door opened Ben gasped as he watched a large green squid faced alien step out.

"You! You're the alien from my vision"

"I am Commander Vilgax of the Galactic Alliance and honorary member of the Galactic Enforces, and I have come for the Omnitrix. Hand it over freely and I shall leave you to your planets law enforces, resist and I shall take it from you with force" Vilgax rasped through the oxygen mask on his face, the way he said it didn't make it sound like a threat, but the fact that he would take it.

'You're a good guy? But you're a giant creepy squid-thing" Ben stalled for time, after going super nova he didn't have the strength to bust out of the electric-net but the good thing about Heatblast was quick stamina recovery

"And you humans are hairless apes that are when step higher on the evolutionary scale than the hairy ones, yet they seem to be the smarter species, appearances can be deceiving. Now hand over the Omnitrix or by the authority given to me by the Galactic Alliance I will take it from you" Vilgax held out a giant hand

"Yeah, let me think about that for a second" concentrating Ben flared up as much and as hot as he could fighting against the net, the metallic rods that supplied the energy melting and breaking the net.

Leaping forwards Ben gathered a giant fireball in his hands and slammed it into Vilgax face, who simply stood still and didn't even flinch. Recovering Ben sent punch after punch as hard as he could into what he hoped was Vilgax's knee, but quickly realised the only damage he was doing was to the bones in his hands, if he had bones. Which he thankfully didn't. Looking up ben watched as Vilgax bent over and grabbed him with both hands and threw him as hard as he could, sending him flying through building after building nearly half way across the city.

Blasting the rubble off of him Ben stumbled out of it and onto his knees, coughing out a hot liquid and watching as it melted through the concrete. "Ok, that hurt" Ben groaned as he wiped his mouth and struggled to get to his feet. Hearing something heavy landing Ben looked up to see Vilgax stepping out of a small crater and towards him "can't take another one of those, got to slow him down somehow"

Focusing as much flame as he could Ben sent a wave of fire across the road, turning it to hot sticky tar that washed over Vilgax, slowing him down as he tried to fight against it making him slip and fall onto his hands and knees essentially sticking him to the floor. "Got to finish him off now" Ben thought as he started taking deep breaths, the fire that made his head flaring up every time he breathed in. As he walked towards Vilgax and aimed he heard something screech loudly, looking in the direction it came from Ben saw the Rust Bucket speeding towards him and screech to a halt between him and Vilgax.

"Ben, grandpa says get in. Now" Gwen shouted as she opened the door

"Not till I finish that guy off" Ben panted as his flames grew, suddenly there was a loud beeping noise and he went from Heatblast, to Ben.

"Benjamin, get in" Max ordered from the drivers seat, watching as Gwen grabbed him by the shirt and pull him in. Turning back in his seat Max slammed on the accelerator causing Gwen and Ben to fall backwards as he sped off down the road. "Believe me when I tell you, you Do Not want to pick a fight with Vilgax"

"How do you know his name?" Ben asked as he stood up

"Grandpa what aren't you telling us?" Gwen asked sounding worried

Looking in the rear-view mirror Max looked at Gwen and Ben but said nothing. Turning his attention back to the road Max had to swerve as parts of the road exploded, two drones behind them trying to stop the R.V.

As Max swerved the blasts Ben and Gwen were tossed side-to-side in the Rust Bucket, unable to grab onto anything to steady themselves. Getting a lucky glance out of a window Gwen shouted to Max "two robot goons closing in fast" as she began crawling to the front of the Rust Bucket on her hands and knees.

"Bet that's your favourite position," Ben shouted as he was thrown into the fridge "you know, cause you're a whore"

"Not now bitch" Gwen shouted over her shoulder as she grabbed onto the passenger seat "we can't keep this up forever grandpa"

"Things are going to get a lot worst if we don't get to Mt Rushmore" Max said through gritted teeth as he checked his side mirror seeing the two drones.

"Why? What's at Mt. Rushmore that so important?" Gwen asked as she fastened herself into the passengers seat.

"Gwen this not the time to explain" max shouted as a drone got a lucky shot in, making the R.V spin out of control for a second before Max got control again. "Just trust me"

"Well this is one Tennyson that isn't going down without a fight" Ben shouted from the back as he activated the scree, Max and Gwen turned in time to see him turn into Stinkfly

"Ben! Wait" Max shouted as Ben opened the door and flew out of it and straight for the drones.

"I thought I took all you guys out," Ben smiled as he flew towards the drones dodging their blasts "well I ain't one to leave jobs half done"

As the drones flew past him Ben grabbed hold of one and landed on top of it, the other drone noticed and targeted him firing several times but as Ben laid flat the shots flew over him. Seeing the drone charge up for another attack Ben spat Stinkfly's mucus at the laser gun, blocking it making it overload blowing the front off the drone and making it crash. Scuttling to the back of the drone he was on Ben used his stinger to stab into it, taking flight and flying faster than the drone Ben sliced the top of it in half damaging it enough for it to crash into the buildings below.

"Heh, knew I could take these punks no problem" Ben laughed as he floated in the air, he suddenly felt something heavy grab onto his stinger and start to drag him down. Looking down he saw Vilgax holding onto him as he started to fly as fast and hard as he could be Vilgax's weight was too much for him, he was slowly falling.

"Give me the Omnitrix" Vilgax ordered

"Here's something for yah" Ben shouted as he spat as much mucus as he could at Vilgax's face hitting him dead on target and making him let go.

As Vilgax crashed into the ground the mucus wrapped around him like a cocoon but it proved to be nothing to Vilgax's strength as he easily broke free of it, leaping into the sky Vilgax tried to grab Ben but was noticed at the last second as Ben dived slightly so he flew over him.

"This guy doesn't quit" Ben watched as Vilgax landed in front of the R.V making it screech to a halt, it then reversed and span around as it took a different route out of the city.

Chasing Ben Vilgax leaped on top of a building and ran after Ben as he flew as fast as he could, dodging Vilgax as best he could when he leapt. But Vilgax eventually got a firm grip on Ben as he wrapped her arms around Ben's body stopping his wings and both crashing into the street below.

"I grow tired of this" Vilgax rasped as he picked up a semi-conscious Ben and tapped the Omnitrix symbol in the middle of his face, a bright green light turning Ben back to normal

"How'd you do that?" Ben mumbled as he weakly fought against Vilgax's grip

"A child? The Omnitrix is in the hands of a mere child?" Vilgax bellowed, unable to understand how so many of his drones had been defeated

"Hey, there's nothing 'mere' about me" Ben tried pulling his shirt out of Vilgax's hand but neither would budge, he was as Vilgax reached out and tried to grab the Omnitrix but a green pulse built that blasted them apart, sending Vilgax into the side of a building but he stood up as if nothing had happened.

"It appears the Omnitrix has already bonded with your DNA" walking forwards Vilgax picked up a unconsious Ben as his sphere stopped in front of him and opened "but we have methods of removing it"

_-Break-_

"I don't think tourists are allowed on this road" Gwen said as Max drove up on old, bumpy dirt road

"We're not tourists, we're tenants" Max stopped in front of a 'Road Closed' sign, reaching underneath the dash board and pressed a big red button. Feeling the Rust Bucket begin to shake Gwen tensed and grab the arms of her seat as the view of the country side disappeared and was replaced with a dark tube and artificial light.

As they came to a halt Gwen saw lights flash on as far as she could see, each wall was full of what looked like squares, possibly draws or boxes. Following Max they left the R.V and she watched as he opened random boxes, looking in on them she saw weird looking high-tech devices, some looking like guns, others looking like large keys and a few she couldn't describe the shape of at all.

"That's it, I'm not taking another step till you tell me what's going on. Why aren't we helping Ben? What is this place? And how did you know the name of that creepy alien going after Ben?" Gwen demanded as she watched Max slid on a visor and pulled out a gun twice as long as he was.

"It's kind of complicated, but let's just say I wasn't your normal plumber before I retired" Max activated and cocked the gun, which started pulsing with energy.

_-Break-_

"A child, I should have suspected as much" Vilgax shook his head as he looked at Ben's bio-scan "a human adult would have used it to try and rule this planet, or help those that need it. But you, boy, decided to get material gain"

"Hey I do and take what I want" Ben glared back, he'd woken a while ago in the ships medbay, his legs and one arm was held in place with some kind of force field but his arm holding the Omnitrix was completely covered by a metal clamp that covered most of his arm. "It's just with the watch I can't take a lot more a lot faster"

"You hold on your person one of the most dangerous and powerful devices in the whole universe, in the wrong hands it could lead to planetary, if not a whole galaxy, going to war." Vilgax walked up to Ben and looked down at him "until the right person is chosen to wield it, the Omnitrix must be put in a secure location, such is my mission. And the only thing from stopping me from completing my mission, is you"

Ben watched as various and multi sized blades appeared out of the floor in a circle around him. Turning to a crew member Vilgax ordered him to prepare the ship for take off as he picked up handle, pressing a button Ben watched as a laser blade appeared from it.

"You're going to cut my arm off?" Ben yelled as he struggled against his restraints "I don't want to lose my arm, I don't want to glow up with one arm. How am I suppose to hold food and drink at the same time? Or hold someone while I beat them up?"

"Stop your wailing boy" Vilgax yelled over Ben "as soon as the Omnitrix is removed your arm will be reattached, and I can leave this miserable backwater planet you call home"

Positioning the blade at Ben's arm Vilgax drew it back and was about ti swing downwards when something crashed through the wall of the ship, through the medi-bots and into him sending him crashing into the thick metal door. As the dust cleared Ben saw the Rust Bucket reversing off Vilgax but it looked different, the front bumper has extended and widened and there some rockets sticking out the back. As the door to the R.V opened Ben smiled as he saw Max jump out and holding a big gun, he also heard a computer voice warn about a power surge.

"Claws off my grandson Vilgax" Max shouted as he pointed the gun at Vilgax, who looked at him and recognized him even though his hair had grayed and he looked older.

"Tennyson?" Vilgax spat as Max pulled the trigger to the gun, sending Vilgax blasting through the door.

"Grandpa! Wait he knows you? And you know him? And is that gun really going to work on him?" Ben asked as Max dropped the gun

"The guns keyed into Vilgax's bio-signature it should put him down for good, as for the rest, well its a long story" Max tried typing some commands into the console to release Ben, but it started sparkling and exploded as the power surge increased as it ran through the ship and into the restraints holding Ben.

Ben could feel the watch activate in his restraint, but it felt different from usual he could feel it forcing him to change to his aliens, from Ben to XLR8 to Dianomdhead to Wildmutt, cutting him off from asking what was happening and ending in a roar

"The power surge must be affecting the watch" Max watched as Ben turn from Wildmutt to Four Arms, allowing him to easily break free from his retraints. "We need to leave, uh, curl up and think small thoughts" Max said as he released Four Arms was too big for the R.V and there was a possibility he could turn into an alien they hadn't seen yet. As Max turned to head back to the R.V he was forced to duck as a laser shot flew past him as several drones entered the room.

Stepping in front of Max Four Arms swung at the nearest drone but before he could hit it he changed again, turning into Ghostfreak so his hand just went through the machine and caused no damage.

"What are you doing Ben? Turn into a alien that's useful" Gwen shouted as she leant out of the R.V after Max told her to stay hidden. Seeing a drone lock onto her Gwen leapt from the door as it fired, landing on her hands and flipping herself onto her feet and taking cover.

"I've got no control over it" Ghostfreak spoke as loud as his whispering voice let him "only difference from usual is I go from alien to the next without changing back to normal"

As three drone flew towards him Ben felt himself start to change again, he could feel his body shrinking and becoming solid again. As the drones flew past him Greymatter grabbed onto one unnoticed, crawling inside the drone Ben chuckled to himself as he crossed wires and switched out important circuitry.

"A little alien know-how and the drone is dropped" Ben leapt from the drone and onto another as it exploded, he changed again and he felt his body get larger and connect to the drone taking over it and giving him full control. Seeing two drones corner Gwen, Ben made changed so the drone he'd taken over increasing its size and fire power. "Try picking on someone your own size" Ben grabbed one of the drones and sliced through it with several sharp blade as he shot the other one, both exploding and scattering their pieces in every direction

"Great, now I owe that doofus" Gwen thought to herself as she sighed. She was thrown backwards as the ship made a sudden lurch, looking out the hole they made in the wall she could see the sky going past them in the wrong direction showing that instead of taking off, they were now falling towards the ground

"We need to get control of the ship" Max used a large drill on the head of a drone disabling its ability to move, running over to a console Max started typing away as the screen showed symbols neither Ben or Gwen understand, a second later an alarm blared through the ship

"You can fly a spaceship?" Upgrade asked as a drone tackled into him destroying the drone he'd taken over.

"At this point I'm not surprised about anything" Gwen sighed from her hiding spot.

As Max was putting his full concentration on the screen and trying to gain control of the ship, he didn't notice a large clanking noise getting closer. Only as a large shadow covered him Max looked up and saw Vilgax staring down at him, as he was thrown aside Max was unable to do anything as he slid across the floor and stopped just short of the hole.

"No weapon will help you Tennyson" Vilgax held Max down by placing a large foot on top of him with just enough pressure to stop him getting away "as you can see, I'm much stronger than in our last encounter, and once I retrieve the Omnitrix I shall bring you along with me to stand trials before the Galactic courts"

Seeing that Vilgax had pinned Max but couldn't hear what either one was saying over the alarms Ben morphed his arm through the drone messing with its insides and throwing it off himself, charging at Vilgax Ben shouted at top of his voice "Leave My Grandpa Alone" as he tackled into him sending them both falling through the hole.

As he and Vilgax fell through the air Ben managed to push himself away from Vilgax before he could grab hold of Ben, leaving him to fall unaided. Spreading his flexible technomorphic body Ben began to glide, steering himself to the large presidential faces that made Mt Rushmore. As he neared them heads he could feel his body begin to change again and without Upgrades flexible body or Stinkfly's wings Ben began to drop like a stone, reaching out a clawed hand Ben managed to grab onto the nose of a president digging them in to stop himself plummeting to his death.

"Sometimes I really hate this thing" Ripjaws wheezed, he was slowly finding it harder to breathe and if he didn't find water soon he'd pass out, then die.

Swinging his arm up Ben dug his claws into the rock and pulled himself up, gasping for breath and wheezing Ben slowly made his way to the top of the mountain willing himself to keep climbing as he felt like his lungs were getting smaller and smaller.

"Need... water" Ben choked as he dragged himself onto the top of the president's head and flopped down, rolling over Ben could feel his heart trying to beat hard but was struggling, his vision was starting to get blurry and he could feel his limbs going numb. Feeling something heavy land near him Ben struggled to look what it was as a large shadow covered him.

"You are a slippery little fish boy, but no longer" Vilgax rasped as he reached for the Omnitrix symbol on Ben's shoulder, all he grasped was a small dust cloud and thin air as a voice came from behind him

"I'm not done yet squid face" XLR8 chuckled, closing the visor Ben disappeared.

"You cannot hide from me forever" Vilgax yelled at the empty area, hearing something behind him Vilgax turned and saw a dust trail heading straight for him.

"Wasn't planning on it asshole"

Running as fast as he could Ben charged straight into Vilgax making him skid backwards across the rock and kicking up dust cloud. Stumbling backwards Ben collapsed onto the floor as the dust settled, seeing Vilgax hadn't even flinched, though he was sure he'd just cracked a few of his own bones.

"You're resistance is becoming annoying, if knocking up unconscious means not holding back any more, then so be it"

Ben watched as the poles sticking out of Vilgax's arms slid into them, his arms becoming larger and thicker as he swung them up and slamming them down as hard as he could making Ben leap out of the way smashing the stone beneath them making the face crumble.

"Strength doesn't mean a thing if you can't catch me" Ben chuckled as he swift dodged Vilgax's punches and attempts to grab him, dashing around Vilgax leapt up and preparing his claws thrust his arm forwards aiming to stab Vilgax in the back only for his arm to be grabbed and thrown away.

As Ben slammed into the stone he could feel his bones, which had evolved to survive high impacts, break. As he slumped against the rock he could feel his body change again and the pain disappeared, recognising the feeling of the body Ben aimed his hands to where Vilgax roughly stood and fire Diamondhead's crystals from his hands. Charging out of the cloud that had been kicked up Ben saw the crystals shatter against Vilgax's pump-up arm. Leaping into the air Ben changed his arm into a sharp blade and swung it forwards, watching as it shattered against Vilgax. Reforming his hand Ben tried punching Vilgax's knee's again only for his hands to shatter.

"Ah crap, should have seen then coming" Ben sighed as his hands reformed again. Receiving uppercut from Vilgax Ben felt his jaw crack and get lifted off his feet, he was then grabbed by the face and slammed into the ground. Groaning Ben could feel several deep cracks across his hole body.

"It is time to put an end to this foolishness" reaching forwards Vilgax tried to grab the Omnitrix again but failed as the symbol moved as Ben changed alien.

"Sometimes I love this thing" Ghostfreak chuckled as he flipped Vilgax off and phased through the stone.

Shouting in frustration Vilgax released the poles from his arms, decreasing their size as his space ship flew high above him and landed in the forest near the mountain.

_-Break-_

A few minutes ago

"Leave My Grandpa Alone" Ben shouted as he tackled into Vilgax sending them both falling through the hole.

"You ok grandpa?" Gwen asked as she ran from her hiding spot and over to Max, helping him onto his feet

"I'm fine, but we need to get the ship under control or it'll explode when it crashed" Max panted as Gwen helped him back to the console screen

"How bad would it be if it exploded?" Gwen asked, afraid of the answer

"A ship like this runs on a fusion core, one breach and everything within a twenty mile area will be wiped out" Max typed as fast as he could but the ship wasn't reacting the way he wanted, the way it was now the ship would take a nose dive into the ground so he needed to level out and have a rough landing.

"Come on grandpa, you've got a trick up your sleeve, right?" Gwen asked hopefully

"Short sleeves" Max smirked, putting Gwen at ease slightly, he'd managed to get some emergency thrusters activated and was forcing the ship to level out. "Now to leave a surprise for Vilgax"

"What kind of surprise?" Gwen asked, again afraid of the answer.

"I'm going to activate the self destruct, it'll deactivate the main fusion drive and overload a few key systems. Much smaller explosion" Max smiled as he pulled out a cigar and lit it using one hand.

"And how are we suppose to get out before it explodes?" Gwen shouted as she noticed Max looking at the Rust Bucket. "Oh no, not again' she groaned as Max grabbed her arm and pulled her to the R.V.

Leaping into the front seats Max and Gwen strapped themselves in tight as Max turned the engine on, slamming down his foot and picking as much speed as he could before slamming through the walls. Turning violently Max drove down a corridor as fast as he could and as he approached the rear wall pushed what looked like a random button to Gwen which actually activated the hidden booster jets hidden in the rear of the Rust Bucket.

"Where did you hide this shit?" Gwen asked as she was pushed back into her seat, feeling her brains being squished into the back of her skull.

Smashing out of the rear of the ship the Rust Bucket flew through the air as the ship landed roughly behind them, digging a small trench as it dug into the forest.

"Hold on, this is going to be a rough landing" Max warned as R.V began to fall.

_-Break-_

"Come on, don't change on me now" Ben thought to himself as he floated out of the stone, hearing the roar of the engines Ben looked up to see the ship flying over him and watched as it crashed into the forest below. "Grandpa! Gwen!" He shouted out and flew as fast as he could to the ship.

As he got closer to the ship he saw the R.V smashed up several dozen feet away from the ship, the roof was missing at the front part and all the glass was smashed. Looking in Ben saw some blood on the dash-board in front of the passenger seat, floating through the R.V Ben saw that almost everything had fallen from its proper place and smashed on the floor. Looking in the back he saw something large out of the window, then he realised who it was and who he had in each hand.

"NO!" Ben shouted as he flew out of the R.V and straight at Vilgax who held a unconcious Max and Gwen in each hand, as he got closer he could see blood dripping down Gwen face from a nasty cut on her forehead "let them go or I will tear you apart" Ben threatened, he could feel himself changing again, he lost the ability to fly and landed on two sets of paws, Wildmutt roaring loudly at Vilgax as he charged at him.

"We both know that threat is empty" Vilgax watched as Ben got as close as he dared before stopping and roaring again. "The girl holds no interest to me, but Max Tennyson is a different matter. He is wanted by the Alliance for more crimes I can mention and is deserving a swift and long sentence. I offer you a choice, boy, hand yourself and the Omnitrix over to me or I shall take Tennyson back with me and you shall never see him again. There is nothing you can do to stop me, and if you do attack there is a chance you will hurt your grandfather, now choose"

Growling loudly Ben couldn't see away of attacking Vilgax without Gwen or Max being used against him,not to mention he wouldn't have the luxury of holding back against Vilgax's strength. Lowering his head Ben stopped growling, admitting his defeat.

"The first wise choice you've made" dropping Max and Gwen Vilgax walked over to Ben and pressed the Omnitrix symbol turning Ben back into Ben. Grabbing him Vilgax turned and started walking to his ship

Max groaned as he woke up, vis sion blurry but he could still see Vilgax as he passed him, and he was holding Ben. "Ben! No" Max groaned as he tried to stand

"I'm not interested in the boy Tennyson, you will have him back as soon as I have the Omnitrix" Vilgax said not even looking down at Max

As soon as Vilgax stepped into the ship it started rising up into the air. "At least I shall be off the planet" Vilgax dropped Ben as he walked further into the room, that when he noticed a countdown in alien numbers on the screen and an alarm started blaring throughout the ship. "The auto-destruct sequence," racing over to the screen Vilgax input his command code trying to shut it down, but the systems had built up too much and were unable to stop. "Tennyson" he cried out in rage, "always the thorn in my side"

"Guess it runs in the family" Ben called out, as Vilgax turned to face him Ben fired the giant gun Max had brought with him and left on the ship. The shot hit Vilgax square in the chest and slammed him into the wall, leaving the gun Ben turned and ran for the hole activating the Omnitrix and selecting the first alien it brought up. As he ran he felt his body warm up and get taller, as he leapt out of the ship Ben heard it explode behind him and felt himself get engulfed in flames but they didn't hurt him, they didn't even feel hot to him just pleasantly warm.

Shooting flames from his hands Heatblast flew away from the ship and down towards the ground where he landed by pointing his hands towards it and turned his flame up to full burst, slowing himself and scorching the ground below him. As he touched down he heard the usual noise and turned back to his usual self.

As Max approached with Gwen in his arms he saw a smiling Ben standing in the middle of a scorched circle. "Grandpa, we need to talk" Ben smiled


	12. Chapter 12

Anti-Ben 10 ch.12: Truth

Deep in the mountains hidden by the thick tree coverage was an army base, high security in both systems and highly trained personnel. The reason for such security was that this base contained several dozen nuclear warheads that were to be used only if war was declared.

Above ground the base wasn't easily found as there was only a fence and tower to tell you something was there, not to mention the top of the missile silos housing the warheads.

High above the base a space ship hovered, several beams of lights shot down from it and each covered the hatches of the silos and opened them, pulling the warheads up and loading them into the ship.

Beneath in the base two men ran through the base, stunning and knocking the soldiers and guards unconscious with expensive and complex looking guns. The two men wore full body suits with dark glass on their helmets to protect their identity.

"You sure this'll work Max?" One man asked as they ran into the main hanger of the base, throwing a pair of concussion grenades at several soldiers and knocking them out as the grenades exploded

"The Tetrivites want something to make a few holiday planets, for that they'll need something that can make a bang. They played it smart and came to the Plumbers, and Plumbers always deliver Phil" Max smiled even though his partner Phil couldn't see it "a couple of more minutes and they'll have all they need"

"A couple more minutes and you shall be in a holding cell on my ship" a rasping voice said behind them.

Spinning around Max and Phil started firing at the person who spoke, but they easily dodged the shots by leaping and flipping over them, landing they protected themselves from the shots by crossing their arms in front of them as a sustained blast hit them and pushed them back.

"You've got no jurisdiction here Vilgax, what are you doing on my planet?" Max asked as he cocked his gun

"He's going down is why he's here" Phil aimed his gun at Vilgax but knew the distance between was too big and he'd easily dodge them

"I came following the Tetrivites, but seeing as you two are here I have decided to take you back to the Alliance with me" Vilgax growled looking from Max to Phil "You've caused enough problems in Alliance territory to be locked away for the rest of your lives"

"Not happening squid-face" charging forward Phil ignored Max as he yelled at him to stop, once the distance was shrunk enough Phil aimed again and fired as Vilgax leapt into the air, his shots missing as Vilgax fell towards him and kicked him in the face, knocking Phil's helmet off and making him drop his gun.

"Enough Tennyson surrender now and you'll receive a fair sentence, resist and I will have to use the authority given to me by the Alliance to stop you and the Tetrevites with deadly force" Vilgax warned as he pulled out a shock gun and aimed it at Phil's back, setting it to maximum stun.

"Don't do it Max, just take the son of a bitch down" Phil grunted as he felt Vilgax add more pressure

"Don't worry Phil, everyone will get out of this happy." Dropping his gun Max watched as Vilgax followed it with his eyes. Raising his wrist a small part of the metal band that made up part of his glove opened and revealed a red circle. Aiming expertly Max shot at the gun and blasted it out of Vilgax's hand giving Phil the chance he needed to escape, slamming his elbow into Vilgax's stomach as hard as he could making him loosen his grip. Pulling the arm away from his throat Phil rolled forwards and away from Vilgax as Max used his foot to flick his gun back into his hands. Switching the setting of the gun Max aimed quickly and fired at Vilgax, shooting a thick grey goo at him.

As the goo slammed into him Vilgax was pushed off his feet and slammed into the side of a rocket, as he fought against the goo he could feel it restricting his movement and refused to break no matter how hard he pushed against it.

"Well, we'll get out of this happy" Max smiled as he watched the rocket get bathed in a light and start to raise upwards "Give our regards to the Tetrivites"

As the rocket disappeared through the silo opening Max heard Vilgax shout his name in rage

-Break-

"And that was the last time I saw Vilgax, I thought the Tetrivites had taken care of him and I'd never see him again." Max finished telling Ben and Gwen his story of the last time he'd seen Vilgax while enjoying a cigar as he drove the Rust Bucket.

"Whoa you were badass grandpa, I can't believe you beat Vilgax so easily" Ben smiled from the passenger seat, he knew Max was cool but now he was seeing him as more, Max was almost awesome.

"He was a lot smaller back then, and taking on people like Vilgax just came with the job"

"Earth to grandpa, you never told us what that job was" Gwen spoke up from her laptop with an annoyed tone, her head still hurt slightly from where it was cut open when she banged her head against the dashboard when they smashed their way out of Vilgax's ship. Fortunately the doctor had done a good job with the stitching and had told her when it had fully healed she wouldn't be able to see the scar unless she was looking for it.

Taking a large puff from his cigar Max sighed, he didn't want to drag his grand kids into his old work but now he had no choice, they'd been dragged into the crazy world of space aliens and monsters and there was no helping it.

"I worked for a galactic organisation called The Plumbers, we specialised in acquiring, trading and smuggling items to who ever wanted them, if you came to us then you'd tried everything and everyone else and failed. Needless to say the Galactic Alliance didn't like us going against their laws and tried to stop us."

"Grandpa you've just gone from cool to awesome, smuggling stuff across a galaxy, it's like something out of a movie" Ben's eyes practically sparkled when he looked at Max and thought of him flying space ships and fighting aliens in bar room brawls.

"And you knew about the watch the whole time?" Gwen asked bringing the conversation back on track as she slammed her laptop closed

"Not really, just rumour and scuttle bug, I was as surprised as you guys when it turned up on Ben's wrist" Max could guess what was making Gwen angry and it wasn't the cut on her head, he'd always told them they could tell him anything and here he was playing by a double standard.

"What's got your panties in a twist? Don't you realise grandpa's been training us to join the plumbers" Ben slid down his seat and placed his feet on the dash board while putting his hands behind his head "well, training me anyway"

"I'm not training anyone Ben, my Plumber life is behind me" Max said seriously "I deal only with terrestrial stuff now."

"Yeah right, probably keeping some stuff for yourself and not telling us" picking up the laptop she quickly moved to the back of the R.V and pulled the curtain closed, effectively slamming the proverbial door.

"Wonder what crawled up her butt?"

-Break-

Feeling the R.V come to a stop Gwen ignored Max as he spoke through the curtain, even the lure of spending money wouldn't get her to forgive Max so quickly. She wasn't surprised Ben didn't care that Max had kept such a big secret from them, ever since he'd gotten the watch Ben only cared about stealing and smashing stuff. Which she had to admit he was good at, at this rate they'd be set for life and she wouldn't have to do a days work when she got older, though she'd never openly give Ben a compliment if she could help it.

Thinking about Ben and smashing stuff gave Gwen an idea, and got her curiosity going. She'd heard on the radio and news about Ben's destructive actions but she wondered what others were saying, the one thing you can be sure about on the internet was that there was always some lonely loser nerd that had an opinion on something.

In no time at all Gwen had found message boards and blogs about the Alien attacks, some had put up pictures of various aliens while others had put up small videos from their phones or a news report. What Gwen found hilarious were some of the names people had given them, XLR8 had been called Blue Streak which to her sounded like a crappy corporate toy, though with aliens like Four-Arms they got it right, what else were you supposed to call him, Big Red?

Gwen was feeling in a better mood as she scanned the websites, she particularly enjoyed the parts where they insulted the government for not being able to track or stop the aliens, but as she clicked on a new website the first blog caught her attention. It wasn't about Four-Arms smashing up something, but another alien of the same species helping people out of a collapsed building, the person had even put a link to an interview from a news group. Gwen watched as the camera ran up to the Four-Arms alien and the reporter asked what the alien was doing in the city and if it had anything to do with the aliens attacking people across the country.

"Not all aliens are bad" the alien said, it's voice like Ben's but sounded slightly different, the way he spoke was different to Ben as well "we've come here to track down and stop the aliens attacking and stealing from people, and helping people along the way is what we do best"

Gwen couldn't believe it, other aliens had come to earth to stop Ben, or at least all of Ben's aliens, the good Four-Arms said "aliens" so he didn't know all the aliens were just one person, plus he said "we" so that meant that were other aliens as well.

After scanning the web and looking into more websites Gwen found more and more footage and pictures of aliens helping people, making a list Gwen could see it was, alien for alien, that Ben turned into; four-Arms, Diamond head, Ripjaws and every other alien Ben fought in, the only alien she couldn't find was Grey Matter but that might be because he's too small.

Gwen knew this wasn't good, it looked like each alien had come to stop it's own species and if they all found Ben at the same time it would be bye-bye Omnitrix. Taking notes on where the aliens had been seen and what interviews she could find Gwen quickly saw a pattern on their movements, the aliens were seen in each town and city Ben had gone on a rampage while she and grandpa had stolen stuff, what troubled her the most was that they seemed to be getting closer to them with each sighting. Despite her grudge against grandpa, Gwen knew she'd have to tell Ben and Max even though she knew Ben would take it the wrong way.

"If those alien goodie-goodie geeks want a piece of me I'll take them all on at the same time" Ben smiled as he slammed his fist into the palm of his hand.

"I knew you'd take it the wrong way dumbass" Gwen sighed as she turned her laptop to face her "you really think you can face ten aliens that can use their powers fully, while you can barely change into the alien you want and not to mention, barely know the first thing about them. You'd lose in less than ten seconds"

"Gwen's right Ben, it'd be a tough fight if you go up against one of them, but to fight them all together is impossible, have you forgotten about Tetrax. Strap yourselves in, we're leaving town" sitting in the drivers seat Max was about to start the engine when Ben shouted

"You want me to run away from a fight? Come on grandpa I never run from a fight, I can take these guys"

"It isn't just these aliens Ben, they most likely work for the Galactic Alliance like Vilgax and if one of them finds out about the Omnitrix then we're going to have an entire fleet looking for it, it's best to try and lose them for now and face them when you've got better control of your aliens" as Max started the engine he heard Gwen shout as the door of the R.V slammed open against itself, looking in the mirror Max saw Ben leap out of the Rust Bucket

"Think I can't handle one lousy stinkin' alien? I'll show them" Ben grumbled to himself as he ran down an ally, he'd heard the R.V come to a screeching halt and knew Gwen would chase after him but he had no intention of going back until he found the alien and handed out a large ass kicking with a side order of broken limbs. Gwen said that they'd been following his rampages and showed they were either close to or was in the city, so that meant to get the aliens to come to him he'd need to make a lot of noise, and a large display of destruction. Stopping at the end of the ally Ben saw the perfect target to get attention, even with a small amount of noise and destruction.

"Ben isn't that stupid is he?" Gwen asked she looked out the window of the Rust Bucket, scanning for any sign of Ben "there's no way Ben's that stupid" she said trying to convince herself

"You really shouldn't ask questions you don't want the answer to" Max suddenly hit the breaks as they heard a loud crash, turning the R.V around they headed to the one building which had smoke coming out of it.

Inside The Mint, Diamond Head was causing a lot of collateral damage, smashing everything but the printing presses that made the money. Sending shards of crystal through windows and making large crystals along the floor and smashing through walls, as the guards watched the alien one was brave, and stupid, enough to draw his gun, aiming and firing at the creatures large back. As the bullet bounced off Ben didn't even feel it and continued smashing stuff.

"Only you would be stupid enough to try and get my attention on purpose" a voice yelled, looking up Ben saw an alien like Heatwave jump down through a hole in the ceiling.

"Only you would be stupid enough to face me without your alien pals" Ben smiled as his hand turned back to normal from a sharp point "you should've all attacked at the same time, you might have stood a chance"

"Ah Ben always with the ego. Even though I only hung out with you for less than a day I could tell you'd had your ego all your life, even though your no better than a school yard bully." Heatwave smiled, watching Ben's surprised face at the mention of the watch and Ben's name

"Who are you?" Ben asked as he clenched his fist

Ben watched as Heatwave groaned as he closed his eyes, his head suddenly changing shape becoming more solid and growing skin and black hair "don't tell me you forgot me already"

"Kevin?" Ben gasped in surprised, looking at the weird amalgamation of Heatwave's body and Kevin's head "but how? Last time I saw you you were sent flying through the bank's wall"

"Turns out that wasn't all your watch did. When it blasted us apart I absorbed some of its energy, enough to be able to turn into any and all your aliens if I concentrate. Once I learned to control the transformations I knew I had to track you down and stop you, and I got to say you didn't make it too hard. But I also found there's a small draw back, I can only stay in one form for a short amount of time, but then that's not much of a problem considering the amount of different aliens I can turn into and the good I can do with them, like taking you down for good."

Turning his head back into Heatwave's Kevin shot a fireball at Ben, who simply held up his hand to block it. Once the flames had gone and the smoke cleared Kevin had disappeared.

"You got all that power and you're still being a goodie-goodie, talk about a waste" looking around Ben tried to find some kind of clue as where Kevin had gone, or what alien he might have turned into. "Even before you took my aliens you could've had anything you wanted, just taken it but no you decided to play pansy and hide away."

"BEN" Gwen's voice shouted as she and Max ran into the room, easily getting past the security who had run away from the two monsters and were now watching them on the security camera's "stop talking to yourself and let's get out of here"

"I'm not talking to myself bitch, Kevin's here and he can turn into any of my aliens" Ben warned as he continued to look around

"You think I should be more like you Ben? A dumb punk who only knows how to break stuff. Or should I be more like your skank cousin and use any means to get what I want." Kevin's voice echoed around the room, his voice different now no longer sounding like Heatwave

"HEY, come out here and say that to my face pussy" Gwen shouted in rage to the room only to get a chuckle Kevin

Before he could reply they heard something hit and rattle across the floor, looking around Ben, Gwen and Max saw small canisters roll towards them from several direction. Suddenly all of them started spitting smoke at them, quickly filling up the area with smoke making it almost impossible to see as their eyes stung and began to water and for all of them to start coughing.

"Tear gas" Max coughed as he tried to clear his eyes, reaching out Max managed to find and grab Gwen's wrist.

"Get out of here" Ben ordered as he coughed slightly, the smoke tickling his throat and, thanks to the lack of tear ducts and any liquid at all, Ben was fine as Diamond head. Running through the smoke Ben finally cleared it to see two things, Stinkfly to fly up and out of the broken glass skylight and men in gas masks and uniforms that said they were ready for trouble swing in through the broken windows, as they landed they quickly and expertly detached themselves and aimed their fancy looking guns at Ben in one smooth motion as if practised thousands of times.

"Who the hell are these guys?" Ben thought to himself as the men slowly inched towards him, guns still aimed at him

"It's about time I caught up with you alien" a commanding voice said, a man with a large scar across his face stepped forward "you and your friends have lead me on a merry chase around this country keeping me busy. But now your ass is mine freak and your days of destroying things in the U.S of A is over"

"Hey I'm not the bad guy, you want the alien that just flew out of here, I'm trying to stop him" Ben tried to sound convincing to the strange man, the others had stopped moving at his signal so it was clear he was in charge. Ben didn't know what those guns fired and if they could hurt him, but if he could convince this guy he was the good alien then he'd be able to get the drop on him.

"Sure, and I hand out gumdrops and ice creams to all the little kiddies every sunday while grandma sits in her rocker. What kind of fool do you take me for? We've been watching this place ever since you started smashing it up and as soon as that friend of yours turned up things went real quiet." signalling again the men with the guns started moving closer to Ben.

"So you going to come quietly crystal head or do you want a few boo-boo's for momma to kiss better later?"

Looking over his shoulder Ben saw three goons, turning his fingers in to razor sharp point he spun around, sending the shard flying into the barrels of the guns. As the men tried to fire the guns exploded as Ben ducked and dashed forwards, dodging the fire from the others and turning a corner. He didn't know how many soldiers were outside and he couldn't risk been seen stepping into the Rust Bucket or they'd all be tracked down and locked up. Ben knew he had two options right now; hide until he turned back and sneak out, or stand and fight until he timed out then run and hide.

He liked the second option better.

As he stopped and turned Ben turned his hands into sharp points, he heard a high-pitched whining noise coming from somewhere and as he looked around something hit him hard, blasting him backwards into the ground kicking up a cloud of dirt and dust.

Above on a walkway two soldiers smirked shouldered their guns and high-fived, suddenly sharp green shards flew out of the dust cloud and hit their guns, as more flew towards them they ducked down and felt the walkway buckle, looking around they saw the almost indestructible shard slice through the walkway on both sides of them as if the metal was made of paper.

As the dust cloud cleared Ben watched as the walkway collapsed, the soldiers falling to the floor and getting covered in metal. Hearing the beeping noise Ben looked around for a quick escape but he heard the heavy footsteps of the soldiers coming from the route he just came from and from the end of the row of printing presses, having no other choice Ben charged at the nearest wall and smashed through it finding himself standing in a hallway. Quickly turning Ben placed his hands on floor and made crystals grow over the hole stopping the soldiers from following, as soon as the hole had been covered a bright green light flashed and Ben returned to normal, sighing a breath of relief as he stood back up.

-break-

"That was way too close" Gwen said as they drove the R.V and Ben finished explaining what had happened after they'd left "who is this 'Steel' anyway?"

"He must be some part of a secret government agency that tracks and takes down aliens"

Ben held an excited look in his eye, ever since he got the Omnitrix he wanted to take on some government shadow group and Steel fitted the bill perfectly "next time he ain't getting the drop on me, I'm taking him and his men down. Hard"

"We've got more pressing matters than Steel," Max spoke up from the drivers seat, parking the Rust Bucket and turning off the engine "we've got to think about Kevin first. We can't just wait until someone like that with powers like those come after us, you have to take him down quickly before he becomes too much of a problem"

"Speaking from experience grandpa?" Gwen glared at Max, the actions of the day had made her forget he anger at but now it was coming back as high-grade annoyance

"Yes. People like Kevin, you not only have to beat them, you have to break them. First we have to get his attention," pulling out a cigar Max lit it and puffed at it as he tried to think of a way to get to Kevin "then we have to find a way to keep Steel off our backs."

"Right now I'd settle for Kevin. Mister goodie-goodie is gonna go down quicker than Gwen when someone offers to buy her jewellery" Ben smiled as the seething look Gwen was giving him "you know, because you a who-"

Gwen's hands shot across the small table and grabbed Ben by the hair, getting two good fists full as she proceeded to bang is head against the table several times before pinning his head on it.

"I'm getting Real tired of your bullshit Ben. Call me a whore one more time, and I'll snap your tic-tac sized dick off and force feed it to you" Gwen whispered in Ben's ear. She felt Max large hand wrap around her left wrist and squeezed it tight, the unexpected grip surprising her and making her wince at the pain making her left go of Ben's hair, she felt herself get pulled upwards out of her seat as Max's grip squeezed harder.

"And I'm getting sick and tired of you two fucking around when we have serious problems. You two either kiss and make up right now or I will be seriously angry with both of you" Gwen had seen the angry look in Max's eyes before but never at her, or Ben, or any other family member. He reserved it for people who insulted his family and he put in hospital. Max had always been patient with her and Ben's antics, annoyed at most but never angry to this degree.

Letting go of Ben's hair Gwen felt herself drop back into her seat as Max let her go, she watched as Max moved back into the drivers seat and started the engine, saying nothing as he began to drive. As Ben sat back up and rubbed his head he looked over she shoulder as he whispered to Gwen

"Do we really have to kiss?"

.*Break*.

Ben smiled as he sat on top of an archway as he looked down at the chaos and destruction Max and Gwen was causing below. He'd heard rumours you could make explosives out of stuff you buy for the kitchen but Max took it to a whole new level, the stuff he'd mixed up had cars on fire and exploding. Now all he had to do was wait for Kevin to turn up, or Steel, then he'd go alien and beat the living snot out of them then go back to a nice vacation of stealing and destroying things.

"You really can't help yourself can you?" A voice shouted above Ben, looking up her saw Stinkfly flying towards him and he watched as he landed and turned back into Kevin.

"Just thought it was the best way to grab your attention," standing up Ben stared at Kevin, neither moving as they watched each other for the slightest movement. "You are a goodie-goodie after all"

"Yeah and so could you. With that thing on your wrist you could be saving people and fixing problems, helping the world instead of causing more problems and destroying things"

"But I am helping, every time I destroy something someone's got to fix it" Ben smirked at Kevin's annoyed look "not my fault some expensive stuff goes missing"

"No, that's your cousins and grandpa's fault. Once I've beaten you I'm stopping them next"

"See, there's the problem with your plan right there. You're not going to beat me" quickly raising his wrist Ben quickly pressed the button and slammed the screen down on the first alien as Kevin concentrated and his body began to grow and change.

As the light disappeared Four-Arms charged at Diamond head, swinging his large fists Ben missed as Kevin ducked and shot crystal shards at him, his thick skin stopping them from cutting him but Ben had to cover himself with his arms. Leaping forwards Ben managed to slam his knees into Kevin's face, surprising him and making him stumble backwards as the cracks quickly disappeared. Taking the chance Ben swung two of his fasts as hard and as fast as he could into Kevin's stomach lifting him off the floor, moving quickly Ben raised all four of his arms above his head before slamming them into Kevin's back, smashing him into the metal floor and making it dent inwards.

Before Ben had a chance to hit him again Kevin forced large sharp crystals to grow out of his back, making Ben back off for a second and giving him the moment he needed to transform again. His body shrank and went from green to red, the mineral body being replaced with one of fire. Throwing a fireball Kevin made Ben stumble backwards in surprise as a hole burned into his shirt but otherwise it barely phased him, covering his head with his left arms Ben dashed forwards as Kevin shot a stream of fire at him, once close enough Ben swung his right fist downwards but as Kevin leapt backwards Ben's fists smashed through the metal, trapping him.

.*.

Down below on the bridge Max and Gwen watched the fight, everyone else having run away from them and their home-made explosives.

"Come on Ben finish it" Max said to himself as he looked through a pair of binoculars "they'll be here any second"

"Too late grandpa" Gwen looked behind her as she heard a heavy smashing sound and saw several heavily armoured trucks smashing through the wrecked cars.

As the trucks screeched to a halt soldiers piled out of them as Steel shouted orders

"Get the big gun primed and aimed at the primary. Someone get me a bird in the sky, as in an hour ago ladies, and keep eyes on the targets if one of them looks like they're going to make a break for it I want a bullet in each eye before they flex a muscle"

"Sir, we have civilians in the area" a grunt said as he pointed to Max and Gwen who were standing in front of their R.V

"Get them out of here" Steel ordered only to get shouted at by Gwen

"Screw You military man, you think we're gonna stop watching two monsters duke it out you can think again"

Before Steel could give another order two soldiers ran up to him, one was carrying a gun as long as a man was tall while the other had a battery pack strapped to his chest, cables leading out of it and into the gun which he aimed at Ben and Kevin.

"Gun primed and ready sir, targets locked on" the one with the battery said

"Fire on my command only, we wait till these alien punks tire each other out then waste them" Steel ordered

.*.

Ben struggled to pull his fist out of them hole as Kevin walked up to him, aiming his palm right in front of Ben's face

"Game over Ben" Kevin said as he fired a fireball at Ben's face.

Ducking quickly the fireball flew over his head as he grabbed Kevin's legs with his free hands, in a whip like motion Ben swung Kevin over his head and slammed him into the metal floor then repeated the motion and flung Kevin away from him. Growling with strain Ben ripped his hands free from the metal and clenched his fists, making his knuckles crack.

"Over Time bitch"

Charging at Kevin he saw him changing again, the fire disappearing and his hands turning into paws. As he charged at Ben Wildmutt gave a big roar and leapt at him, as he landed he dug his claws into the thick skin and sunk his powerful jaws into Ben's shoulder. Shouting in pain Ben used his upper arms to push Kevin away from him as much as he could, making enough room for him to slam his lower fists into Kevin's side making him roar in pain and giving Ben the chance to throw him away.

Checking his neck Ben saw only a bit of blood on his glove, his tough skin stopping Kevin from sinking his teeth in too deep. Growling in anger Ben stood his ground and clenched his fists as Kevin charged at him and leapt again, this time Ben grabbed Kevin in mid-air and slammed his fists into Wildmutt's 'gills' making Kevin roar out in pain. Leaping into the air Ben made sure he had a firm grip on Kevin as he flew downwards, doing a body slam and landing on top of Kevin.

As he stood up Ben watched as Kevin turned back to his human self and groaned in pain as he lay semi-conscious. Grabbing Kevin by the shirt Ben walked towards the edge of the archway.

"This why you goodie-goodie guys always loose, you never have the guts to finish what you start"

As he stood at the edge Ben tossed Kevin's limp body over the side of the archway.

.*.

"Fire" Steel ordered, without so much of a thought the soldier pulled the trigger on the big gun, which had been locked on Ben the whole time

.*.

Hearing a loud bang Ben looked in the direction it came from, seeing the giant energy shot shooting towards him Ben dived out of the way but moved too slow as it hit him in the left shoulder.

Howling out in pain Ben collapsed to the floor, his upper left arm wouldn't move and his lower one felt numb. As he looked at his shoulder he saw blood oozing from it in a steady, slow stream. Groaning in pain Ben forced himself on to a knee, then his feet, as he shook the dizziness from his eyes.

"Poor Ben. That looks like it hurts" a weird voice said, looking to his left he saw a creature even weirder than the voice, it was the weirdest thing had ever seen and that was saying something

"Kevin?" Ben panted, hazarding a guess

Saying nothing Kevin charged at Ben, tackling him and running the length of the archway before slamming him into the other end. Grunting in pain Ben tried to punch Kevin but was easily stopped as Kevin grabbed his fist with Heatwave's hand and punched him across the jaw with Diamonhead's fist.

Feeling himself begin to fall Ben shot his hand out, grabbing and twisting the metal with his grip. Pulling himself up Ben glared at Kevin as he panted and waited for his ears to stop ringing.

"Had enough yet Ben, or do I need to knock you out?" Kevin asked as he watched Ben carefully

"Knock me out?" Ben weakly chuckled as he supported himself "I told you before, you don't have what it takes. Freak."

As Kevin swung his fist Ben managed to counter with his own, dodging Kevin's crystal fist and slamming his own into Kevin's face surprising and staggering him. Keeping his balance Ben followed up with a head butt slamming his head into Kevin's large eye from Grey matter making him cry out in pain. Using the last of his strength Ben grabbed Kevin by the throat and leapt over the side, sending them both falling to the bridge below.

As they fell Kevin aimed his heatwave hand at Ben only to be punched in the ribs by Ben's free hand, before he could get his wings working both Kevin and Ben slammed into the bridge making it rock and the road to crack and begin to crumble. As the road began to collapse the soldiers and Steel were forced to back up and run from the destruction or face a long fall before a very cold bath.

As Ben rolled off Kevin he groaned in pain as he lay on his back, he could feel the bridge collapsing around him and he knew he needed to move. Sitting up Ben grunted in pain as he forced himself up, his whole body hurting as he forced it to move, as he dragged himself through the archway he heard the road and bridge segment collapse behind him, thankfully it didn't continue onto the next one.

"Told you before Kevin," Four-Arms panted as he collapsed to his knees "you ain't got what it takes"

With a flash of green light Ben collapsed onto the road, quickly losing consciousness as he heard some kind of loud honking.


End file.
